Spiderman and SHIELD
by fictionhashijackedmymind
Summary: UNDER CONSTRUCTION! Nine months after Gwen Stacy's death, Spiderman teams up with SHIELD, and the Avengers. This is a triple crossover between the Amazing Spiderman movies, The Avengers, and Agents of SHIELD. It takes place after The Amazing Spiderman 2, after the first season of Agents of SHIELD, and a year after the Avengers movie. Give it a chance, I promise you won't regret it!
1. Court

**Peter POV**

It's been nine months since the love of my life died it's been six months of tears and pain, and missing her so much I almost wanted to die.

But like she said in her speech, I found hope. Even in death, Gwen Stacy will always be my hope. Three months ago I defeated Aleksei Sytsevich, aka the Rhino. He's been at Ravencroft with Harry ever since.

The city has been surprisingly quiet ever since Spiderman has returned. He's mostly dealt with muggings, rapists, and robberies lately. Wow, I feel stupid for talking about myself in the third person. What I'd never thought I'd do is sit in a court room.

But I am, well Spiderman is. The city of New York is deciding whether or not to shut down Oscorp forever.

"Spiderman, we call you to the stand." Judge Mark says.

Silently, I stand up and walk toward the chair behind the desk. I can feel the eyes of millions on me as I sit down, not relaxing in the chair.

Oscorp's lawyer turns to me and asks me what I know about Oscorp. I struggle to hold back my laughter as I reply with, "Everything."

"Well, humor me and tell me exactly what you know." he says, annoyed.

"Well, I know about every single one of the 'Special Projects', and how Oscorp gave the Rhino suit to Aleksei Sytsevich. I know about Max Dillon, known as Electro to civilians, and his accident, also how he was the one to shut down the power to the whole city last summer."

I stop to catch my breath, smirking under my mask at the incredulous looks on the Oscorp comitee's faces. Suckers.

"I also know about the late Norman Osborn's sickness, and how he spent his whole life trying to find a cure. They performed experiments and bred radioactive spiders, which whose venom he hoped would cure him. I was bitten by one of these spiders, and luckily survived. (A couple people start clapping at that). "Harry Osborn injected himself with the venom so as it might cure him. Obviously, it didn't work. It transformed him into a monster, who civilians call the Green Goblin. Earlier this year, he killed Gwen Stacy in the clock tower at the power plant. I apologize to her family and grieve everyday for not being able to get there quick enough."

I stop and stare at the people around me, whose mouths are all wide open, and/or are whispering to their friends. I lean back in the stiff wooden chair and put my arms behind my head.

Judge Mark clears his throat, "Well, um, Spiderman, what are your thoughts on Oscorp? Should it stay or go?"

That was unexpected. "Um, time to think please?" I request.

"Of course." he replies. "We'll give you five minutes."

"Your time is up. Make your statement." Judge Mark says.

I lean forward into the microphone and speak: "I don't think Oscorp is generally bad, there are just bad people working for the company. It has so much potential, and there's so much we can learn from its research and technology. This is why, I don't think we should get rid of it." I hear a collective gasp from the audience. "I know who all of the adversaries are in Oscorp, and I can put them in jail for you."

"Wait a second." Judge Mark interrupts. "Considering most of the people at Oscorp are horrible, then who will run the company?"

"That's what I was thinking," I start, "There's a good friend of mine who is very capable of running Oscorp."

"And who is this friend?"

I take a deep breath. "Peter Parker."

**Hey, I'm SUPER excited about this fanfic, so please let me know what you think.**


	2. Visitors

**Steve POV**

"Hey guys, come look at this!"

I look up from the blueprints of Stark Tower I was studying and walk into the TV room (on this floor). Tony and Pepper are sitting on the loveseat in front of the TV, and Bruce just walked in. Natasha and Clint come in next, followed by Thor.

"What's going on?" Bruce asks. "Tell me I don't need to suit up."

"Here, we'll rewind it." Pepper says. Tony protests, but she snatches the remote out of his hand, leaving him pouting. She presses the rewind button to show Spiderman, sitting in a courtroom?

"There's a good friend of mine very capable of running Oscorp." Spiderman says.

"And what's this friend's name?" the judge asks, furrowing his eyebrows.

"Peter Parker." Spiderman replies. Pepper pauses the video and turns to look at us.

"Who's Peter Parker?" Natasha asks.

"That's the thing, we don't know." Tony says. "But Coulson wants us to investigate it while they're in the Czech Republic."

"So we're supposed to see who Peter Parker is?" I ask.

"Yup." Tony replies, clapping his hands together.

"Why? What does Oscorp have to do with us?" Bruce asks.

"From what Phil told me, it's for Spiderman. He wants to recruit him." Pepper says. "Also, all of his enemies are from Oscorp, so he can help us stop the Hydra that work there now.

"I still don't like you calling him Phil." Tony says, frowning.

Pepper rolls her eyes. "From all of that, you got one word?"

**Peter POV**

"Peter!" Aunt May calls up the stairs for the fifth time today. "Someone's here to see you!"

_Aw man, I'm sick of reporters._ "Tell them to go away!" I yell back. "I don't want to talk to more jackasses with a clipboard!"

"Language young man!" she yells.

"Sorry." I say.

"NOW COME DOWNSTAIRS BEFORE I DRAG YOU. Trust me, you want to stalk to these people hun." she yells, again.

I sigh and put away my suit. I was just about to go on patrol. Walking down the stairs, I see a man standing behind Aunt May, and a studious strawberry blonde by his side.

This man is also Tony Stark.

Tony looks up and smirks. "Jackasses with a clipboard?" he says.

"Sorry sir." I say. Then I extend my hand out to him. "I'm Peter."

"We know." the woman says. "Do you mind if we talk to you?"

Let's just say, I'm shocked. I'm sitting in my living room with Tony Stark and his wife, while Aunt May waits upstairs, but I can sense her sitting on the stairs listening. Typical.

Tony, as he told me to call him, made himself right at home as he lounges on the couch. Mrs. Stark, as Tony told me to call her although she told me Pepper is fine, is more poised and professional sitting next to him.

"So, you're positive you can't tell us who Spiderman is?" she asks.

I shake my head. "I'm sorry ma'am, but it's confidential between him and I now."

"Now?" Tony asks, sitting forward. "What do you mean now?"

I look down. "My girlfriend used to know, but she got killed by the Goblin while helping Spiderman."

"Gwen Stacy?" Tony presses further. Mrs. Potts elbows him in the ribs, giving him a stern look that he blatantly ignores. "I'm sorry about your loss, kid."

I blink in surprise. It was the first time he had said anything genuine since he got here. Pepper smiles at Tony, then turns back to me.

"Is it possible that you can contact Spiderman for us?" Pepper asks. "We need his help as well as yours."

_Whoah, the Avengers need help? From me?_ "I'll see what I can do." I say, successfully not stuttering.

"Awesome. If you do contact him, tell him to meet us at Stark Tower at two PM tomorrow." Pepper says.

"I will."

**Wow, two chapters in one day! I'm on a roll! Let me know what you think!**


	3. Stark Tower

**Peter POV**

Even after six months, I still visit Gwen's grave everyday. It never gets any easier.

Today I brought her lilacs. They were always her favorite. I bought her a vase three months ago, and it's always on the right side of her grave for my flowers. I lift the daisies I brought yesterday out of the vase, and set the lilacs in. Then I sit down in front of her tombstone.

"Hey Gwen," I start, "How are you? I'm doing okay, but I would be better if you were still here." I feel a tear slip down my face, and I'm surprised. I haven't cried since before I brought the vase out here. "I miss you so much. I wish you were here to call me bugboy." I sob.

"We should've caught Jack the Ripper together in England." I say, laughing a little bit. "That fourteen year-old didn't deserve to go to Oxford." I wipe my eyes, looking down at my feet, right over where she lays. "I'll see you tomorrow Gwen. I-I love you."

Standing up, I hurry away, tears streaming down my face for the first time in months, and forgotten daisies on Gwen's grave.

**The Next Day**

The clouds above Manhattan look down menacingly, threatening rain. I swing toward the city as quickly as possible, heading towards Stark Tower, which just happens to be on the complete opposite side of the city than Oscorp.

Yeah. Being the CEO of a company is harder than it looks, with protecting the city from psychos at the same time. I just finished arresting the villainous pshychopaths who used to run Oscorp. They've been placed in jail, and for some reason, Mr. Peter Parker wasn't there to witness the event.

Now, because he wasn't there, the city of New York expects a press conference with both Peter Parker _AND_ Spiderman present. Talk about difficult.

I finally reach Stark Tower, and decide to go in the old fashioned way: through the front door. Shooting one last web, I lower myself to the ground in front of the tower, shocking some passing pedestrians.

When I walk into the cavernous lobby, I'm surprised my spider senses aren't going crazy. There's no one in the lobby, and all I can see is a bell on the counter for the doorman. The only problem is, the only door in this room is the front door. Not even an elevator.

Sighing, I walk to the counter and good-naturedly press down on the bell. There's no noise, but my senses go crazy once my finger comes back up. _Great. They freaking for-_

_"Hello. You rang? I'm sorry, I couldn't tell if you were male or female because your hand is gloved."_I whirl around, looking for the source of the voice. _"I am Jarvis, Mr. Stark's virtual assistant. Can I help you?"_

Still shocked, I respond. "Um, I'm Spiderman. I'm here for a meeting?"

_"Ah yes."_ Jarvis replies._ "Mrs. Stark told me to expect you. Shall I show you to your meeting?"_ When he says that, two sections of the wall slide over to reveal an elevator.

"Um, sure. Thanks Jarvis." I cautiously step into the elevator, and the walls slide back into place, revealing metal behind it. I'm about to ask Jarvis what button to press, when the elevator starts moving on it's own. He must have it covered.

Jarvis/the elevator takes me up to the eighty-ninth floor, when the doors open with a ding. I cautiously step into the room before me, Jarvis not saying a word. The room is huge, with a flatscreen tv room on my left, and a sort of kitchenette on my right. As I'm admiring the architecture, a smallish man in a suit walks into the room, smiling pleasantly.

"Hello Spiderman. I am Director Phil Coulson of SHIELD." he says, extending his hand for me to shake.

"Um, hello." I say, cautiously taking his hand. "Where are Tony and Mrs. Stark?"

"They're waiting for you a couple floors up. I asked Jarvis to take you to this floor first, so I can brief you on our situation." Coulson says, walking towards the elevator.

I follow him, my heart pounding. "So, Director. I thought SHIELD was no more since Hydra is back."

Coulson stops walking and turns around, smile gone. "How did you know that?"

"I'm Spiderman. Sometimes I know more than I want to." I reply. The director nods his head as if he knows what I mean. He probably does.

The ride up to the one-hundredth floor is silent and awkward, neither of us saying a word. The elevator stops, and the doors open to reveal a penthouse type area.

It has two balconies, a lower one and a higher one, with gigantic glass windows looking out onto both. The lower balcony has lawn chairs set on gravel, and the higher balcony looks more like a runway. It has a circle like thing at the end, so it must be some sort of landing pad. Pretty small landing pad if you ask me.

On my right is a bar like the one on the other floor, and on my left is a door leading to a lounge area with another huge flatscreen in it too. Past the bar is another door, which leads to a lab from which I can hear voices.

Coulson starts walking towards the lounge area, ordering me without words to follow. Inside the lounge area are strangers.

"Everyone, Spiderman's here." Coulson says. "Spiderman, these are the Avengers."

**Yay! Chapter three is up! I love this chapter so much, and thank you for all of the support! If you guys want anything in this story (like ships, situations, etc.), just let me know! I'd love to take ideas to make you guys happy. I have a general idea of where this story is going, but if you guys want to have some little details thrown in, just let me know!**


	4. Introductions

**Peter POV**

After ten minutes, introductions have been made. I know the lady with red hair is Agent Natasha Romanoff, and the man she is standing next to is Agent Clint Barton. There code names are Black Widow and Hawkeye. Bruce Banner smiled warmly at me from the couch, while Steve Rodgers (Captain America) stood up and shook my hand. The scary asian woman was Agent May, and Tony and Pepper were nowhere to be seen.

Coulson frowned. "Where's Thor?"

"He took Jane to Asgard. His father wanted to see them. They'll be married soon, so visits are rare." Steve said.

"Darcy, Skye, and Trip are helping Fitzsimmons in the lab, though I'm pretty sure helping is to strong a word." May adds. "Tony and Pepper are on their way."

"Darcy and Skye are in the lab together? Last time didn't go so well." Bruce says.

"Yes, but they were alone then. Fitzsimmons and Trip are with them now." Coulson replies, but I notice him tense worriedly.

I clear my throat. "Um, who are these other people?" All heads turn to me, like they forgot I was there.

"You can walk to the lab and see." Coulson says, smirking. "Once Tony and Pepper arrive, we'll discuss business."

_Alrighty then._ I nod and walk back through the giant window room to the lab. Before I walk in, I hear voices arguing.

"Just because he's in a wheel chair doesn't mean he can't make me another Icer!" a voice says. It's a girl.

"Yes it does!" another girl argues, this one with a British accent. "For the last time Darcy, we're not giving you another night-night gun until you're an actual agent. Last time you broke it because Trip didn't show you how to shoot!"

"Jemma, for the last time, it's an Icer, not a night-night gun, and I am perfectly capable of making one in a wheelchair. Though, I would never make one just for Darcy. That's suicide." a Scottish voice says, this one a guy.

"Hey!" Darcy replies.

I walk in to see a pretty girl in a lab coat smirking at a girl spinning in a chair, pouting. There's a guy about my age sitting in a wheelchair rubbing his temples, and another girl with long brown hair sitting on the counter giggling at the whole conversation. Next to this girl is an African-American man, laughing along with her.

I clear my throat, and every head turns my way. Five pairs of eyes widen and jaws drop simultaneously. "Um, hi." I say, awkwardly waving.

They don't reply, still shocked. Still feeling a bit awkward, I walk in and look at what the British girl is working on. "Is that a dendrotoxin?" I ask, pointing to the blue vial on the table.

The girl snaps out of it and says, "Yes, actually. We use a small amount of it to knock out the victim in our Icers."

Then the guy in the wheelchair speaks up. "We've also started to use a knockout powder from Asgard. I'm Fitz by the way." He extends his hand, and it's kind of weird shaking his hand since he's at my waist in the wheelchair.

"I'm Spiderman." I reply. "What happened to you?"

Fitz looks down. "Simmons and I were thrown into the ocean a couple months ago. We had to get out, so we blew the windows, and she's a better swimmer, so I gave the breather to her. She pulled me back up, and I broke four ribs, collapsed one lung, and punctured another. Thankfully, I'm okay."

I don't know what to say, so I settle with, "That's unfortunate. Which one's Simmons?"

"That's me." The British girl says, shaking my hand also, "And that's Skye, Trip, and Darcy."

"We're some of the very few remaining agents of S.H.I.E.L.D." Skye says. "Not counting the Avengers, of course."

"Right." I say, shocked that S.H.I.E.L.D was so diminished. "Can I ask one more question?" They all nod. "What's a night-night gun?"

Trip grins. "It's a weapon developed by Fitzsimmons that knocks out the victim, but doesn't kill them."

I nod and sit on the counter away from furthest away from them all, still not entirely comfortable.

"Hey." Darcy starts, "Can you show us how you shoot those webs all over the city?"

I don't nod or anything, I just shoot at the screwdriver in Simmons' hand, and pull it into mine. When I catch it again, I twirl it around on my finger before tossing it to Trip. It's always priceless to see the looks on people's faces when I do that.

Skye and Trip are grinning, Fitz looks confused, Simmons is shocked, and Darcy gets up and flicks the screwdriver, muttering, "Cool."

"Did you develop those yourself?" Simmons asks.

"Yeah. I made the shooters out of random parts, and whenever I flex my wrist, they shoot. I used to have to press a button, but the old ones broke."

"And, where do you get the webbing? It's spectacular." Fitz asks.

"I develop it myself." I say. They all look very impressed, and I'm glad they didn't ask how.

It's been about a half hour since I first met the agents, and it's been awesome. We're currently eating, and everyone laughs when I roll up my mask so I can stuff my face with food.

"So, do you wear that suit all the time?" Skye asks between bites of her burger.

"Well, I guess. In public I usually wear long sleeves so no one will notice it." I reply.

"What do you do besides stop all the baddies running around?" Darcy asks, wiggling her fingers when she says baddies.

"Um, I work for Oscorp." I reply, not completely lying.

"Oh yeah, aren't you like butt-buddies with the new CEO?" Darcy says. Simmons shoots her a look and Fitz slaps his forehead.

Before I can reply, Natasha walks in and tells us that everyone is present and the meeting is going to start. Darcy jumps up to go meet Jane, but I'm slower, walking behind the group.

Here we go.

**Love this chapter! Thank you again to all of my reviewers, you guys are awesome! If you guys have any requests or anything (like more Fitzsimmons or something) just comment it and I might put it into the story. Thank you!**


	5. Undercover

**Peter POV**

The way I pictured the meeting with the Avengers was sitting at a long table in business suits. I didn't expect all of us to sit around in the TV room with the Yankees game playing on the TV, and popcorn bowls sitting all over.

Very professional meeting.

I swallow my popcorn and say, "So, Peter said you needed my help."

"Yeah." Tony says, mouth full of popcorn. "You know Hydra?" I nod. "They're back, and that's why S.H.I.E.L.D's labelled a terrorist organization by the government."

I nod my head. "So, what does that have to do with Peter and I?"

"They've infiltrated Oscorp." Natasha says. "We don't know why, but obviously it can't be good. We have to get rid of them."

"We should find out what they're doing there first, though." Clint replies. "It could be valuable information."

I nod. "So, I just need to find out their plan, then let you guys know, and then we put their sorry butts in jail?"

They all nod and Coulson says, "Fitzsimmons and Skye will work there undercover for the next couple days. They'll assist you and Mr. Parker in any way necessary."

"So, where am I working again?" Skye asks.

I sigh. This is the third time she has asked that question. We're in Oscorp, and I'm currently Peter Parker, not Spiderman.

"You're my assistant. You'll have access to all the computers while Spiderman investigates the Hydra agents we know about now." I reply.

"Right." she says, her long hair pulled up in a professional-looking ponytail. "Here's a list of the people we know of. Make sure to give it to Spiderman."

There are only ten people on the list so far.

"Awesome. Good luck Skye. Fitzsimmons are on the fiftieth floor if you need backup." I say, walking away.

"See ya, Mr. Parker." She says, saluting me. I cringe.

"Peter." I say. "Call me Peter." Skye doesn't reply.

I quickly run to my office and change into my suit, then walk to the elevator. Thank God no one's in there, it's always awkward because they just stare at me the whole time. I reach the sixty-third floor, and go to one of the private offices of a Hydra agent.

I sit down at the computer, and type in the passcode Skye gave me. When I open the folders, there are hundreds of files.

This is gonna take awhile.

**Skye POV**

We spent the whole week gathering files from Hydra's people. We're meeting at Stark Tower with Peter and Spiderman in an hour.

I'm currently sitting in the TV room with Trip and Darcy, watching Spongebob (Darcy's idea, don't ask). Trip and Darcy are throwing popcorn at the screen when I hear a crash from the lab. I freeze and reach across Darcy to pause the video. Darcy's about to yell, but I cover her mouth.

That's when we hear another crash.

Trip grabs me, and I put a finger to my lips. I make my way slowly to the lab, with Trip and Darcy creeping along behind me.

Trip hands me an icer, and I cautiously peek into the lab, my heart beating a mile a minute, only to see Fitzsimmons.

"Jemma, I can do it. It's been a five month recovery."

"Oh Fitz, you know I'm just worried." Simmons says. "Please, wait just one more day."

"You've said that for the past week." Fitz grumbles. "Alright, I'll wait until tomorrow. But that's it."

I look at Trip, and his brown eyes meet mine worriedly. We walk in, and Fitz turns around in his chair, waving.

"Oh, hello Skye." Simmons says, smiling. "Are you alright?"

"Oh, nothing…" I reply, searching for a reason other than spying on them. "Trip just, um, was eating my pants…"

Simmons gives me a dumb look, but they let it go. She pushes Fitz out the door to the TV room, and Trip and I walk behind them. I thought Darcy followed us, but she's nowhere to be seen.

"Trip, you might want to go find Darcy before she burns the place down." I say. "But be quick, Spiderman and Peter should be here soon."

He nods and smirks. "Don't worry about me, girl, I'll be quick as a whistle."

I smile and he walks away. Just as I'm about to walk into the TV room, I hear someone behind me. I look around and see dark hair, so I just think it's Peter.

I was wrong. When I raise my hand to greet him, I freeze.

"Hi Skye. Long time no see."

It's Ward.

DUND-DUN-DUN! Cliffhanger! Let me know what you think!


	6. Ward

**Peter POV**

I swing toward Stark Tower, the rain slamming into me. _I need to tell them. I can. I can trust them. If I don't tell them, the whole world will know instead._

Peter Parker has a press conference with Spiderman tomorrow, so I need someone to pretend to be Spiderman or myself during it. When I turn the final corner, my senses go nuts. I can hear screams and gunshots coming from inside the tower.

I swing a web onto Tony's landing platform, luckily not setting off the spinning rims because I don't weigh enough.

Through the huge glass windows I can see Fitz out of his wheelchair crouching behind the counter with the Night-Night gun. Simmons is next to him, just peeking over the top.

Next I see a rather large man, around 6'2", with a scruffy not-quite beard. He's pointing a gun at Skye from where he stands about ten feet away from her. She's unarmed, but doesn't show any fear.

Next a whole squad of soldiers comes through the elevator, all with the Hydra symbol strapped to their arms.

I silently creep along the runway, rain luckily blurring the window so they can't see me clearly. Once I'm in the doorway, I fire a web at the head man's gun and sling it on the ground towards Skye. The soldiers turn and start firing at me so I jump onto the wall to evade the bullets.

Out of the corner of my eye I see Skye jump behind a couch and start shooting at the squad as the lead man advances on Fitzsimmons.

Jumping down into the middle of the squad I shoot two webs and pull two of the soldiers together, knocking them out. I take the gun the soldier behind me was pointing and throw it at another soldier's head. Then I deliver a kick to the first's chest, making him fly out into the rain.

Fitz is firing at the head man, making it difficult for him to advance. Skye has stopped shooting into the squad because I am there. She occasionally fires a shot when a soldier goes astray. A soldier in front of me runs at me with a knife and I backflip out of the way. Skye's bullet finds his head.

Once the fight is over, I stand up straight, everything is silent except for the soft pound of rain on the city outside. All of the soldiers are either knocked out or dead.

Except for the leader.

After seeing that he's defeated, he raises his hands to the back of his head. Skye and Fitz advance forward, guns pointed, with Simmons walking closely behind Fitz, almost touching his back.

I rush forward and take the military knife out of his back pocket, making him flinch.

"What do you want Ward?" Skye asks, advancing with the gun. "How did you find us?"

"Hydra knows all." the man-Ward-replies.

"How did you know we were at Stark Tower? We took all the precautions to make sure we weren't found." Fitz presses.

"Hydra knows all." Ward repeats, still looking at the floor.

"What are you talking about?" I ask. "You've got to have a bigger vocabulary then that. These questions need answers buddy."  
Ward tenses and turns slowly so he's facing me. By now, he's shaking violently, and his once dark eyes look more orange.

"Hydra knows all." he whispers. Then I hear a small click (that I know the others can't hear) and his left eye rolls back into his head, blood covering the white.

Ward's body falls to the ground, convulsing violently as the orange glow from his eyes start spreading through his veins.

That's when my senses go crazy.

"You guys! Balcony, now!" I yell.

We all start running, with Fitz holding Simmons's hand and myself following behind all three of them. Outside in the pouring rain once again, I turn around to see the orange spread just past his shoulders. There's also a slight ringing echoing around the tower.

"Jump!" I yell.

Skye snaps out of her daze and glares at me. "Are you crazy? It's one-hundred stories up!"

"I'll catch you, I promise!"

Skye still looks incredulous, but Fitz nods. He pulls Simmons into his arms and jumps. I can hear her screaming over the pouring rain as I jump off the ledge after them, just hearing Skye yell after me.

The thrill of freefall hits me hard, and I shoot a web to catch Fitzsimmons. It hits Fitz's shoulder, and by now they're at about the thirtieth floor. I shoot a web at a window above me and all three of us swing toward the building, with Fitzsimmons connected to one web, and the building to another.

I smash into the building, grateful for the bullet-proof glass. I focus long enough to lower them safely to the ground, then swing back up to Skye.

She's standing at the edge of the balcony, frantically searching for me. I look over at Ward's body and see the light is almost at his feet.

We don't have enough time.

I grab Skye around the waist and her head whirls around, wet hair sticking to her face. She's probably about to cuss me out, when I jump off the building. Skye screams, clawing at my back trying to get a grip on the slick spandex. I shoot a web onto a building and lower us safely to the ground.

Letting go of Skye's waist, she turns to me looking _very_ pissed off. She almost looks like Gwen when I webbed her to that police car.

Of course, Gwen was angrier.

Fitz and Simmons run up just in time to see Skye slap me.

"What the hell?" I ask, rubbing my cheek.

"A little warning would've been nice!" she yells.

That's when the hundredth floor of Stark Tower blows up, orange light making a ring traveling from the tower and spreading outward across the city.

I turn to Skye and gesture up to the tower. "Obviously I didn't have time to warn you."

**And, Chapter Six is up! I'll try to update more often, I promise. Your reviews make me so happy, because I was scared this story wasn't going to do so well... Thank you guys so much for the continued support, and if you have any suggestions or ideas I would love to hear them!**


	7. Double Identity

An hour later, we're sitting in the fiftieth floor of Stark Tower, while Jarvis commands the Ironman suits repairing the one-hundredth floor. The mood is somber, and I just want to take my mask off and go home.

"You're sure it was Ward?" Coulson asks, more as a statement then a question.

"Yeah." Fitz replies, sitting next to Simmons. "Hydra must be working with the Clairvoyant."

I freeze. "Clairvoyant. I've heard that before." Everyone turns and stares at me. I swallow nervously and continue: "When we were searching Oscorp for information on Hydra, Clairvoyant was in one of the files I read."

"Was there anything else besides plots? Plans?" Agent Trip asks.

"Yeah. There was a lot of stuff on a project called 'Centipede'."

"That explains the orange light." Simmons says.

"And he blew up part of my tower." Tony mutters. Pepper is to focus to roll her eyes at her obnoxious husband.

"So, Hydra is now working with Centipede and the Clairvoyant." Pepper says. We nod. "So that means Hydra, Centipede, and the Clairvoyant are all in Oscorp."

"That's a hell of a grouping." Steve says. "Where should we go from here?"

Coulson sighs, and Agent May looks at him worriedly. _Wow, she has facial expressions._ Then Coulson turns to me. "Spiderman, I need to talk to both you and Mr. Parker before your press conference tomorrow. I have a plan."

"Well, what is it?" Natasha asks.

Coulson sighs and leans forward so he can rub his temples. I lean forward in my chair, waiting.

Then he sits up. "Clint, you and Natasha will be in the crowd, ready if anything gets absolutely crazy. Skye, Trip, and Darcy will be on the roofs around the area." Darcy gets very excited that. "May will supervise Darcy." Said girl flops back onto the couch, pouting.

Coulson continues: "Tony, Fitzimmons, and Bruce will be analyzing the situation and cameras from the tower. Pepper, Steve ,and I will be in the crowds arresting the Hydra agents. We'll use Icers to make sure they don't blow up. Everyone clear?"

"What about Thor and Jane?" Darcy asks.

Coulson sighs, once again. "Thor and Jane went back to Asgard, so I don't know if they will make it back in time." Darcy looks sad at that, and Skye places a comforting hand on her knee.

Coulson smiles. "Now is everyone clear?"

Everyone nods, except for me. May notices. "What's the matter, Spiderman?"

I sigh, nervous. "I can trust you guys, right? To not tell anyone, or hurt any of my loved ones?"

"Of course. We're the good guys." May replies.

I take a deep breath and close my eyes. Then I reach up and slowly take my mask off. The reaction is just shock, all of them staring at me with open mouths.

"I don't know what we're going to do." I say, twisting my mask nervously. "I'm sorry, I should have told you way before now."

No one replies, just staring at me in shock. Then Tony recovers. "Wow, I was not expecting that." Tony says. "But then again, it makes sense. You can keep an eye on Oscorp from two perspectives this way."

"Well, that's great and all, but what are we going to do for the conference? They expect both Spiderman and Peter Parker to be there." Clint says.

Coulson smirks. "I have a plan, but it's pretty crazy." He turns to Fitzsimmons. "Is the cloaking device functionable yet?"

Fitz smirks also. "Yes sir."

Coulson turns to Trip, grin widening. "You are going to pretend to be Peter."

**Skye POV**

"This is ridiculous." Trip says, protesting for the fiftieth time in five minutes. "Why can't I be Spiderman?"

"Because I'm the only one who fits in my suit, and I'm the only one who knows how to use the shooters. Plus, I have the spider senses. "Peter replies, knocking on his head when he talks about the senses. I smirk at Trip and he scowls back.

"So, are there side effects to this cloaking machine?" he asks Simmons.

"No." Simmons says. Then she winces. "But it's only being used on animals… "

"What?!"Trip yells pulling at the restraints. I laugh at his panicked expression.

Fix smirks evilly. "It should last three hours. The longest it would last if it didn't work correctly is twelve hours." He gets back to work before remembering something. "And only we will see you as Peter, you'll still look like yourself when you look in the mirror."

"Thanks Fitz that's _very_ comforting." Trip mutters. Fitz just grins and gives him a thumbs up. Trip scowls. "Well, let's give it a go."

We all shrink back a little when the machine turns on, and there's a loud pop before I look back a Trip.

He looks exactly like Peter, wearing a tuxedo with a blue tie, brown hair perfectly tousled. Peter is next to me in his suit, holding his mask in his hand and looking shocked.

Trip looks down at his hands and says, "Wow, I never thought I'd be white."

**I'm sorry, I had to have him say that. Let me know what you think! Also, if you have any requests or suggestions, I'm happy to hear them! Thanks for the continued support!**


	8. Press Conference Chaos

**Peter POV**

I shuffle uncomfortably in my suit, not settling into the chair. Ever since this interview started, my senses have been driving me nuts.

"So, Mr. Parker, how do you know Spiderman?"

Plus this reporter is getting on my nerves.

"Well," Trip replies, "He saved my life not to long ago, and so I offered him a deal. To help me, and Oscorp, make the world a better place.

_Wow. He is good._

The reporter nods, fake smile still plastered on his face. Then he turns to me and asks, "What about you, Spiderman? What made you want to gain an ally? In the past, you've only ever worked alone."

_Not exactly. Gwen helped me more than once._ "I guess I just realized that it takes more than one person to get the job done. If the city's going to improve, I can't do it on my own." I reply. The reporter nods his head.

Out of the corner of my eye, I see Steve arresting a Hydra agent just as the reporter asks another question: "What are your plans for Oscorp? Well, not just-" The poor guy never finished his sentence. He was shot.

Trip and I jump up, looking through the shocked crowd for enemy targets. There are at least fifty centipede soldiers standing around the perimeter.

That's when chaos erupts.

The crowd goes wild, screaming and running to no place in particular. The centipede soldiers start firing into the crowd, and I notice the Avengers stripping their disguises and jumping into action. I push Trip out of the way of a bullet heading toward his head, and he reaches for a gun.

I stop him. "No! They can't think I know how to fight." I say. Then I grab him and pretend to escort him behind the screen; I'm "protecting" him.

"Okay," I say, once we're behind the stage, "You wait back here until the serum wears off, then come join us."

Trip nods, and I notice how weird it is seeing myself in front of me without looking in a mirror. "Good luck." he says. I nod, and launch myself back onstage, looking for allies.

First I see Barton and Romanoff taking down soldiers together, Barton with his bow and Romanoff with anything she can find: Mainly her fists and stray chairs. Skye, Darcy, and May are on the roofs around the area, sniping soldiers with the Icers.

Next I see Steve rushing Pepper into a nearby building. He doesn't come back out. The last thing I notice is Coulson taking cover behind a car and taking down soldiers from there.

I observe all of this in less than ten seconds, then jump into battle.

The team has the soldiers covered for now, so I'm focusing on the civilians. There's a lady in front of me just standing still, screaming. How dumb can people be?

I shoot a web onto her stomach and pull her towards me. Then I help her towards the building Pepper's in, who is sheltering as many people as possible. I'm just about to turn back around when Steve comes back out, dressed in his suit with his shield in his hand.

"Took you long enough!" I say, crossing my arms jokingly. "I've had to deal with civilians all by myself!"

"You have know idea how long this takes to-" he stops, eyeing my suit. "Never mind, you do."

I'm about to reply with something snarky when the sky lights up. A beam of light comes from the sky and travels all the way to the ground, right in the middle of the crowd.

When the light disappears, Thor is standing in the middle, shielding Jane from the incoming bullets. If he didn't have that Asgardian armor, he'd be dead in seconds.

The demigod runs to Pepper and makes sure Jane is safe before jumping into battle with the rest of his team. It's amazing to watch. He punches one soldier across the street, then throws his hammer at three more, knocking them over. I grin and turn back to Cap.

I bow to Cap and say, "Shall we?"

He grins despite himself. "Let's go."

I run forward and shoot a web onto a young girl caught in the chaos, pulling her to me. She clutches tightly to my neck, and I start running back to the shelter/building when I stop.

A squad of Centipede soldiers stand in my way.

I can't take them down with a little girl hanging on my neck, and I can't set her down. She's shaking by now, her tears soaking into my suit. I'm just about to yell for Steve when our coms finally turn back on.

"Sorry," Tony says, "Wifi was down. Seems like you guys are in quite a pickle."

"You think?" I reply, listening to the others comments and profanities. "There's a squad of soldiers outside the shelter, and I have a little girl. Anything?"

A hammer comes out of nowhere and knocks the soldiers across the street. I can't help but laugh as I see the hammer fly back the way it came.

"That works." I say. I start running to the shelter, and safely deposit the girl into Pepper's more than capable arms.

"Tony? Bruce? You might want to suit up." Steve says. "The other guy could really help right now."

"Agreed." Natasha replies.

There's a pause before the scientists reply. "We're on our way." Tony says.

After that exchange, the only sounds we hear over the coms are each others' heavy breathing.

I've just finished clearing the area of civilians and am about to move down the street when I hear a loud roar. I turn towards the noise to see Centipede soldiers being thrown into buildings and onto telephone lines. I grin.

_Perfect timing, Bruce._

Then I run down the street, hoping to find a familiar face.

**Location: Ravencroft Institute**

**Unknown POV**

_"I've heard we have our candidate, Agent Ward."_

"Affirmative. She's just what we've been looking for. Intelligent, strong-willed-"

_"How do you know this?"_

"We watched her for a year before she died. She seemed like a valuable asset for Hydra." Ward replies, head still bowed respectfully.

_"So you're positive she'll survive the T.A.H.I.T.I project?"_

"Positive."

_"Perfect. We'll start treatment on Miss Stacy immediately."_

**DUN-DUN-DUN! Haha, let me know what you think. Thanks for the reviews, and keep them coming!**


	9. Hydra's Plan

**Skye POV**

I turn to May and Darcy on the opposite rooftop, signalling for them to stop shooting. Darcy stops and throws her hands in the air, as if she's saying, _"What the hell?"_

Thank God the coms turned on just then.

"Darcy," I start, running to the stairwell on the rooftop, "There are to many civilians. If we're going to help, we have to get the civilians out."

"Gotcha." she replies. May just nods at me from across the chaos down below.

"Ok, let's head down." I say.

I'm at about the twentieth floor when I stop my race to the ground. The power had gone out all over the street, and the lights on this floor are still on.

I turn my com on. "Darcy, come to the twentieth floor of my building. The power's still working here, but only on one floor."

"On our way." May replies.

When they finally get here, I'm sitting against the closed door.

"The lights weren't on on the other floors either." May informs me.

I nod. "Should we engage?"

May nods. I turn around and push open the door, stepping into the hallway. The three of us creep around with our guns up and ready, and surprisingly, Darcy hasn't said a word.

The first door we come to is empty, but I can see tons of computers. The next room is lit, with people typing behind the computers.

All of the people have the Hydra insignia strapped to their arms.

"Should we go in?" Darcy asks, pushing her way to the front. May follows, ready, but I stop them with my arm.

"Hang on a sec." I mutter. Let's hope I'm not going crazy. They look at me, waiting, when I see it again. "Those people are flickering like the way Stark's tech does."

May looks through the window. "You're right."

I look again. All of the "workers" give off a bluish aura, which I first thought was coming from the computers. About every couple seconds, their forms ripple from top to bottom, barely noticeable.

"Do you think it's a trap?" Darcy asks, peering into the office.

"Most likely." May replies.

"Should we go in anyway?"

"Yup."

I step forward and push the door open.

**Tony POV**

I finish bashing some soldiers then fly to the top of a nearby building to scope out the area.

Cap, Widow, and the Hawk are together, either helping civilians or destroying soldiers. Bruce is everywhere at once, throwing soldiers against the buildings or into other soldiers.

I grin despite our situation. Our agents on the roof are nowhere to be seen, but I occasionally see Thor up there summoning lightning.

Spiderman-Peter-is nowhere to be seen.

"Jarvis. Give me a location on Spiderman." I command.

_"He appears to be right above you, sir."_

I look up and see Peter perched on the building right above me. He has at least a dozen soldiers wrapped up in webs and hanging from the roof. Every once in awhile, he shoots a web at a soldier near the building and pulls them up; wrapping them in a silky cocoon of death also.

I grin and fly up to him, liking this kid more by the second. "What're you doing, kid?"

"Helping." he replies, tying off his latest victim. "We need hostages, don't we?"

"Yup." I reply, chuckling a little. "We could use you on the ground, though. Looks like we have enough hostages."

Peter nods and looks down at the street. "Mind giving me a lift?"

I nod, and Peter shoots a web onto my leg. Then I lower him to the ground, and we join the rest of the team in fighting for the city.

**Fitz POV**

"How did they know we were there? There are so many soldiers!" Jemma yells.

I nod while tapping at the screen in front of me frantically, keeping tabs on everyone's location and vitals. Everyone seems to be fine so far, just sporting minor injuries.

"I don't know," I reply, "But it looks like they've been recruiting. They must have a plan-"

"-Which explains the alliances: Clairvoyant and Centipede." Jemma pauses, eyes widening. "They're-"

"-Building an army." I finish. We turn from our projects and look at each other worriedly.

"Sometimes I hate when we discover something." Jemma sighs.

I nod in return, then turn back to monitoring our team.

**Hey, sorry I didn't update sooner. Halloween, cousins visited, etc. But, here's this chapter. I don't know what to think of this one, but let me know what you think. Thanks for the continued support!**


	10. Tahiti

**Sorry, this chapter's really short… I'll update again as soon as possible.**

**Peter POV**

After maybe an hour, the battle is finally over. I stop and place my hands on my knees, catching my breath. All of the soldiers are either dead or dangling from the rooftops wrapped in my webs.

They very well could also be dead, if the Clairvoyant messed with them too. Let's hope they didn't have the time, we need hostages.

"Peter, we need you to come to the building exactly across from where the press conference was." Skye's voice rings through the com.

"Okay, just let me breathe for a second." I reply. "What for?"

"There's just something you need to see." That time it was Steve's voice ringing through my broken com. _Why is he with them?_

I sigh. "On my way." Then I sling a web onto the nearest building and ignore my aching body as I make my way towards my friends.

**Fitz POV**

After the battle is over, Jemma and I simultaneously slump into the desk chairs. No words are needed to be said, just relief that it's over.

"Now that, is a job well done." Jemma says, smiling tiredly at me.

"Mm-hmm." I agree, before sipping the cold coffee we'd gotten over an hour ago. "We should probably still keep track of them though; let them know when to head back if their injuries get worse."

Jemma nods, making her bangs fall out of her once tight ponytail. " I volunteer you to do it though, because I don't think my legs can hold me any longer from all that running around."

"Don't let the others hear you say that." I reply, rolling my chair forward so it sits right in front of the screen. "There would be an argument so loud all of the windows in the Tower would break."

Jemma laughs. "Yeah. I don't want to get on Natasha's bad side. Remember Darcy?"

I shudder. Darcy said something to insult Natasha, and the result was chaos. Endless pranks and traps were set around the Tower, with the silent treatment to top it all off. Everyone, not just Darcy, is careful of what they say around the assassins now.

Jemma starts talking again, but I don't notice when I catch something move in the corner of my eye. I turn back to the screen, and what I see makes my eyes widen.

Peter's heart rate is rising higher than humanly possible.

**Peter POV**

When I get to Skye and the others, I'm expecting a fight. What I didn't expect is to see Steve looking at me worriedly while Skye taps away at a computer.

"What's going on?" I ask.

May looks at me worriedly, which makes me tense. It must be serious. "We found some valuable information, and some of it has to do with you." she replies.

"Just don't freak out, bugboy." Darcy says, her usually happy face as worried as May's.

I freeze at her words. "Don't call me that, please. It brings back. . .painful memories."

"Well, this will too." Skye says. "Come look."

"Hang on." I say, putting my hand in the air as if in a class. "Why is Steve here?"

They all pause and look down. "To contain you if you go and rage on this lab." Darcy mumbles.

Whoah. "Okay, now I'm worried. Let me see."

Skye gets up from the chair and gestures to the computer. When I lean forward to see what's on it, I'm shocked.

The first thing I see is Ward standing in front of the lab table, looking down at the patient expressionlessly. Obviously, he's not dead.

The next thing I notice shocks me so much I have to grab the desk chair for support.

At first I just see a girl with blonde hair, her head being poked at with little needle-like things coming from a freaky machine. She's wearing a hospital gown that just reaches her knees, not covering the bruises speckling her legs. My eyes widen when I realize the last time I saw this girl, she was lying lifeless in my arms with my tears dripping down her face. Now she's writhing on a Hydra operation table with her brain being messed with.

The girl is Gwen.

**I'm so bad! *smirk***

**Anyway, if you have any suggestions for this story, I'd love to hear them. I've written about three chapters after this one, but I'm kind of drawing a blank there. Suggestions and requests would be super! Thank you so much for all of the reviews, the support makes my life easier :) Love you all!**


	11. Engage

_**Hello! So, because I gave you two really short chapters in a row, I'm giving you one gigantic one! Anyway, if you have any ideas or requests for the story after this chapter, just post a review. I'm happy to help.**_

_**On with the story! *gestures dramatically***_

**Coulson POV**

"So, you downloaded the coordinates?" I ask Skye.

"Yeah." she replies. "Luckily it's here in New York." She pauses. "I mean the state, not the city."

I stop pacing and turn to face her. "I just don't get it. We blew up the last of the _GH325 _serum. How did they get more?"

"We don't know, Phil." May replies, cutting off Skye's reply. "But it's dangerous. If they have enough, they can bring anyone back."

"Yes, I know that, but why Gwen? They couldn't have known that Peter is Spiderman, S.H.I.E.L.D didn't even know that." I reply.

We all pause, thinking. There could be a million reasons why they wanted Miss Stacy. Hydra could have seen her as a valuable scientist, but from what Peter has told us about her, she'd never comply.

Skye snaps her fingers. "What if they saw Spiderman carry her into the city? They probably don't know how close they are; they just know that Gwen is a girl Spiderman couldn't save."

"So they'll use her against Peter." May concludes.

I nod grimly and call Natasha ad Clint in so we can formulate a plan.

**Tripp POV**

"You alright?" I ask.

Peter looks up and offers me half a grin. "Just pissed off. Glad to see you're not me anymore."

I laugh, and try to think of anything to keep us off the obvious subject. "Yeah, Fitzsimmons was wrong. It took twelve hours to wear off." I sit down next to Peter. "I spent four hours with guards who were 'protecting' you." I finish, pushing his shoulder and grinning.

Peter offers me another half grin and leans back a little more, finally relaxing after we heard the news six hours ago. My grin fades as I notice the broken skin on his knuckles, and the bags under his eyes that tell me he hasn't gotten any sleep so far tonight.

No wonder we all played rock-paper-scissors for who talks to him.

I grow serious. "You okay, man? Never mind, that's a dumb question, of course you're not okay."

Peter does that half-grin again and looks up at me. "I thought she was dead. For all this time, I thought she was dead, and now I can get her back."

Uh-oh. "Peter, she was dead." He looks up at me, very confused. "What they were doing to her, that's called the _TAHITI_ project. That's the only reason Coulson's alive now; he died at the battle of New York, but the serum and that machine brought him back."

Peter stands up just as Tony and Bruce walk in. I give them a look saying _"Thanks for the support" _ They ignore me, except for Bruce, who offers me a sheepish grin.

"So, they're torturing her?! Peter yells. "We have to help her! We have to-"

"We will, Peter." Tony says, easing Peter back into the armchair. "But we can't just barge into a Hydra base. We need a plan, or more people will die. Trust me, we all want to save your girlfriend."

I pat Peter's shoulder when he leans forward, placing his head in his hands. Darcy walks in with Jane and Thor, and they sit on the couch across from us.

"Peter, you know we'll do anything we can to get her back." Pepper says. "It's not just because Hydra has her, we care about you Peter. All of us do."

"Yeah, you just have to be patient, bugboy." Darcy adds.

Peter is to tired and worried to argue with the nickname. Thor notices.

"You are tired." the demigod states. "Let's all get some rest, we have a big day tomorrow."

Everyone nods in agreement, and we head to our separate bunks.

**Peter POV**

It's seven a.m. when I finally get out of bed. I couldn't sleep; when I did, nightmares followed me.

When I pull on my sweatpants and a shirt, I remember something. Two days ago, I told Aunt May that I was going to Jersey for business after the press conference. In return, she told me to check up at least once a day.

Obviously, considering the events, I hadn't.

Jumping over the bed, I text her a really long message basically saying that I'm sorry and I'm fine. I leave my phone on my bed, for fear of getting a long message back from her. Aunt May isn't to be messed with. _Ever._

I open the door and tread down the hallway, the only noises are my feet hitting the ground and the others' steady breathing. It sounds like I'm the only one awake, and that doesn't surprise me a bit.

Last night, I was plagued by thoughts of Gwen. Every time I closed my eyes, I would see an image from that dreadful night. Sometimes it was her falling, and sometimes it was seeing her spine break when she hit the floor of the tower. The worst image out of the ones I saw was finally seeing the blood trickle out of her nose.

Boy do I need a cup of coffee.

When I finally walk into the kitchen, I'm surprised to see another person. It's Jane, and she smiles at me when I grab a mug and start heating some water for my coffee.

"Peter, right?" she asks. I nod. "It's nice to officially meet you."

"You too." I reply. She smiles and sips her coffee, but I know she's studying me. Her brown eyes are peering at me from over her mug.

"You had a rough day yesterday." she states. I nod and look down. "Do you want to talk about it? I'm a good listener, and Darcy thinks I'm good at giving advice."

I chuckle a little and nod, sitting across from the astro-physicist. "Well, I met Gwen in highschool…" From there I proceed to tell her everything.

I tell her about how Gwen used to call me "bugboy", and that's why I don't like to be called that anymore. I told her about her father's death, and about how I did my best to keep my promise to him, but eventually failed. I tell her how her smile lights up the room, and about the way her hair shines in the sun.

After I recount the main points of my life with Gwen, I recount her death. This was the hardest to tell her about. Thor's fiance is a good listener, nodding intently and frowning when she should.

When I finish, I have some tears in my eyes; Jane reaches across the counter and squeezes my hand. "Peter, I'm so sorry."

"It's okay." I reply, mostly because that's what I'm used to replying with.

"No, it's not." she replies, letting go of my hand and folding them in front of her. "No man as young as you should have to go through something like that. You are an amazing person, Peter, and it makes me so happy and hopeful that you stayed strong throughout this part of your life. I promise you, we will get her back."

I smile and look down at the granite of the counter. When I look back up, Thor is entering the room. The demigod walks slowly toward Jane and kisses her temple before sitting down next to her.

"Good morning Jane; Peter." he mutters before yawning loudly.

"Good morning." Jane and I chorus, except Jane adds a "Thor" at the end.

When Thor grabs Jane's hand I smile and stand up.

"Who wants breakfast?"

Three hours later, after eating a very fulfilling breakfast (prepared by myself), we're all sitting at an actual conference table. I thought it was normal, until the table turned out to be holographic.

"Skye, can you send the layout of the building to the holotable?" Coulson asks.

"Yeah, just hold on a sec." she replies, typing furiously at her laptop.

As we wait for the hologram, Coulson starts explaining the plan: "Obviously, we have a location on one of Hydra's bases. It's located just outside of Albany. Our mission is to gather intel, capture leaders, and rescue Miss Stacy and the other hostages there."

"Hologram's up." Skye says. She presses enter on her laptop and Coulson reaches across the table. Then he makes a lifting motion with his hands and a 3D diagram of the building comes off the table.

May studies the model. "Pretty small for a base."

"Yup." Darcy says. "Tiny and dangerous."

"Okay, here's the plan." Coulson starts. "Skye, Darcy, Fitzsimmons and Tripp will be stealing intel from their computers. Myself, Clint, Natasha, and Cap will be arresting superior officers. The rest of you will go find Miss Stacy and Audrey Nathan."

"Wait, when did Audrey get dragged into this?" May asks.

Coulson looks down. "She's been there for at least two months. They're trying to get information about me, but they don't know that she still thinks I'm dead. They think she's playing dumb."

We all stay silent until Jane speaks up. "What about Pepper and I? We can-"

"I know. You can help, and you will. We'll have you two on coms, and you'll guide us through the base to where we need to go." Coulson expands the image of the building. "It'll look like this, so you can lead us through the building to the main computers, officers, etcetera."

"Here." Skye says. She swipes up on her laptop screen and red dots appear either moving or sitting still in the building. There are seven purple dots, sitting still except for one that's vibrating. Lastly, there are several green dots, most of them in clusters around the hologram. "I hacked into Hydra's cameras, don't worry, they won't notice, and got these locations. The green dots are the main computer systems, red are the officers, and the purple dots are the prisoners. This will make it easier for you guys." Skye says.

"Perfect." Pepper says, making the hologram smaller again. "When do you leave?"

"Right now."

"You had to turn right two hallways ago." Pepper says.

My group and I groan and turn back toward the gunfire at the end of the hallway. Bruce had transformed back there and is currently holding the enemy soldiers off.

"Pep, it would be nice to know that before we passed our turn." Tony says, his voice muffled from inside his iron helmet.

"We would tell you then, but this dot keeps moving." Jane replies. "It's weird."

The team and I turn the corner we were supposed to earlier when Skye's voice crackles through the coms. "Peter? You know Harry Osborn, right?"

I falter a little bit in my running. "Yeah, I know him. Why?"

"Because this computer has info on the prisoners. Harry was imprisoned here, not at Ravencroft." she finishes.

Pepper tells us to turn right.

"How is that-" I stop talking, shock overtaking me.

Harry's standing in front of me, a sadistic grin on his face, holding Gwen in his arms with a knife to her throat.

******Skye POV**

"Damn it." I mutter. Fitz looks up at me from the computer in front of mine and gives me a glare. "Shut up Fitz, you cuss too. Simmons, I need your computer."

"Why? There are plenty of-" I push her out of the way and start typing frantically at the computer she was occupying. "Skye, what are you doing?"

"Hacking a camera in the hallway Peter's in." I reply. When the image is up, I see the psychopath holding an unconcious blonde girl that must be Gwen. Peter and the others look ready to fight.

"Pepper, I need a location on Bruce." I say.

"He's a couple hallways from you. I'll lead you there." she replies.

I turn to Darcy. "You need to get him to go help Peter and the others."

Her terrified look tells me all that I need to know. "I can't-"

"Yes you can." I protest, grabbing her arm. "You're the only one available now that he'll listen to."

Darcy sighs. "I hate your plans." she mutters. Then she presses the com in her ear. "Jane, where's Bruce?"

**Peter POV**

"Peter, so good to see you again." Harry says, grinning maniacally.

"Harry." I growl, glaring at him through my white eye pieces. I'm about to advance when Thor grabs my shoulder and pulls me back, eyes never leaving my former best friend.

"That will not help anything. We must bide our time." he mutters, just loud enough for me to hear.

Tony speaks up: "Ok, ugly. Just give us Gwen and I won't blast your deformed face off."

Harry pretends to think about it, then turns back and glares at us. "How about no. It just so happens that I was escaping the day you invaded. I was on my way out when I saw Miss Stacy in the cell next to mine."

He turns and sneers at me. "I felt cheated because you killed me, Peter, and I failed in killing you. Except for the fact that killing you wouldn't be enough," He grins again, twirling the knife in one hand. "But taking away the love of your life, your _hope_, would."

"So I was gonna take Gwen and finish the job once and for all." Harry says. When he presses the knife once again to Gwen's throat, I jerk, causing Harry to grin. "But since you are so conveniently here, why don't I just do it now?"

_**I'm so evil. *giggles maniacally like Harry* **_

_**I'll do my best to update in the next couple days so you're not in suspense for to long. :) Review, please!**_


	12. Personal Battles

**Warning: This chapter is horribly written.**

**Darcy POV**

_"Don't worry Darcy, I'll be with you the whole time."_

That's what Skye said when she sent me to find Bruce. What I didn't know is that she meant she'd be with me digitally.

I follow the sound of crashing, gunshots, and screaming to find "the other guy" demolishing Hydra soldiers. Our of the corner of my eye, a camera follows my steady movements-Skye.

"Go! They don't have much time!" Skye yells. I flip the camera off.

Then I turn to the man beating up the soldiers. "Bruce?" I ask softly. "Bruce, turn around, we need your help."

When he doesn't respond, I sigh and tap his gigantic green arm. He whirls around and I jump backward, dodging his flailing arm and falling right on my butt.

_Nice move, Darcy. You should definitely provoke the big, green, scary monster._

I look back up to see the Hulk staring at me with his gigantic fist raised. "Bruce, it's me: Darcy." I start, raising a hand in front of me and glancing back at the camera. "I need your help."

Bruce's face softens, and he pounds the ground, making me jump. Then he growls, and I pretend that that's what he does to say he's listening. "Ok, instead of pounding the ground, go pound some more soldiers. The others need your help." I say.

Bruce lifts his fist up and smiles in that creepy way he does in this form. "Ok," I mutter, starting to walk backwards down the hallway. Turning my back to him still isn't a good idea. "C'mon, Bruce. I'll lead you to them."

**Peter POV**

Thank God for Bruce Banner.

We're still stalling Harry when I see the Hulk lumbering down the hall toward him. I grin. "Harry, turn around."

When he does, his eyes grow wide with shock and he drops the knife. I rush forward and grab Gwen before running back to the rest of the team.

"Damn." Tony mutters. I turn around to see that Harry had been flung all the way across the hallway. He crashes into the far wall with a sickening crunch, then goes still.

I sigh with relief then place Gwen's unconcious body on the floor, feeling for a pulse. It's there, but it's very weak. "We have to get her back to the tower." I say, picking her up once again.

"Peter," Tony starts, "We still have to get the other prisoners. Coulson-"

"I don't care what he says, he can yell at me all he wants, but Gwen might die again, and I can't let that happen. I'm getting Fitzsimmons, and we're going back." I say. This time, neither of them argue. Hulk had run off somewhere, so who knows what his reaction would be.

I press the com my ear. "Pepper, where's Fitzsimmons?"

"They've already left. The intel team got what they needed." Pepper replies.

"Awesome." I say. "Tell them I'll be at the tower in about a half an hour."

I'm so intent on getting Gwen to safety, that I don't even notice that Harry's gone.

So, after that fun escapade, I'm stuck in the living room waiting for Fitzsimmons to be done with Gwen. Apparently the serum wasn't fully affective yet, so the process wasn't fully complete. Simmons has to stimulate parts of Gwen's brain, and I can tell it's not easy. Occasionally I hear her yelling at Fitz for a tool, and I've never heard her yell.

After about an hour, the rest of the team returns with three officers, and one rescued prisoner. The other rescued people were set free. The lady that came with us I eventually found out was Audrey Nathan, Coulson's long-lost love.

Coulson took Audrey into the kitchen so he could explain what happened to him and why her couldn't tell her. The rest of us are waiting for Gwen to emerge.

Everyone's been really nice and supportive, but the only two people brave enough to actually sit by me are Jane and Tripp. Skye would too, but she's on Tripp's other side.

After two hours of sitting and waiting, Jane suggests we all get some rest. So that's what we do; all of us falling asleep in our uniforms.

**Natasha POV**

I wake up the next morning with my head on Clint's chest. Sun is streaming through the giant window, right onto my head. I peel myself away from my partner and look around.

Tony and Pepper are next to us on the couch, sleeping soundly in each other's arms. Clint's still sleeping next to me, thankfully not drooling like he usually does.

Across from our couch is Peter, Tripp, and Skye: All of them are sleeping on each other. Peter is slumped in the corner of the couch, his legs up on the coffee table. I'm glad he's sleeping. Tripp is slumped in the middle of the couch with Skye's head on his lap, her feet are falling off the edge of the armrest. Jane retreated into Thor's lap and both of them are sleeping soundly in the arm chair.

"Tasha?" I hear Clint mumble next to me. I smile.

"Go back to sleep." I say. He smiles sleepily and pulls me back against him.

"You're so warm." he mumbles. I smile softly as he kisses my hair, then we both fall back to sleep.

**Peter POV**

It's about nine o'clock when we're all back up and waiting. Bruce's coffee and pancakes were amazing, but not enough to keep my worries down.

"It's been all night, what's going on?" I ask.

"TAHITI is a tricky thing to work with." Coulson says, who came in the room earlier with Audrey. "It could take days to reactivate the neurons."

I nod as Jane says something: "Peter, do you mind getting me some more coffee?" I don't notice her eyes flicker up and her small smile before she says that.

"Sure." I say. I stand up and turn around, only to take another step back.

Gwen is standing in the door to the lab, with a very satisfied Fitzsimmons standing behind her.

"Peter?" she asks, eyes widening when she sees me.

I don't even respond. I just rush forward and pull her into my arms, burying my face into the crook of her neck. She sighs and kisses the top of my head, stroking my hair as I wrap my arms tighter around her waist.

We pull away and I smile down at my Gwen, wiping tears from her eyes. Ignoring the sound of my new team clapping, I pull Gwen close and kiss her, burying one hand into her golden locks and using the other to pull her closer by the waist.

The smell of lilacs-her smell- overwhelms me, and I can't remember the last time I smelled it. The feel of her in my arms once again is so beautiful it brings tears to my eyes as well.

I missed her so much.

When we finally pull away, I place my forehead against hers and look into her green eyes. Eyes that I haven't seen since the day she died. But today, her eyes are filled with tears for a different reason.

I turn around and smile at my team, amazed to have my arms around the love of my life once again.

**Ok, so now that we have that over with, let me know what you thought. Also, I have no idea how to continue, so please give me ideas!**


	13. Problems

**Peter POV**

After introducing Gwen to the team, Coulson tells us I have one hour to catch her up on the situation.

So that's where we are now. I'm sitting on my bed in Stark Tower with Gwen across from me. Simmons was nice enough to lend her some clothes, so now she's wearing a black and white polka-dot button up and jeans.

After a long silence consisting of me rubbing her knuckles with my thumb, Gwen speaks up: "So, how's Aunt May?"

My eyes widen and I jump off the bed and out into the hallway. "Fitz!" I yell.

The young Scot comes barreling down the hallway. "What?"

"Will you and Simmons do me a huge favor?" I ask, placing the tips of my fingers together in a pleading motion. By now Gwen has stuck her head out the door, wondering what's going on.

Fitz sighs, glancing at Gwen briefly. "Sure, what do you need?"

"Will you please go to my house and tell my aunt that I'm okay? And make up some story about my whereabouts?" I ask. Then I snap my fingers. "Tell her that you're my assistants."

Fitz groans and walks off, probably going to find Simmons. "So will you do it?" I ask, smirking a little bit at my friend's attitude. As an answer, Fitz sticks a thumbs-up in the air. I laugh.

I turn back toward my room to see Gwen leaning against the door frame with her arms crossed. "So, what's with you and Aunt May?" she asks, giving me _"The Look"._

I grin. "You will find that out once I've caught you up on what's happening." I say, ushering her back inside and closing the door. I take her hand and lead her to sit on the bed once again.

"Okay, so catch me up." she says.

I smile again, and start explaining. Being amazing, I sum up the events of the past two weeks in fifteen minutes. Being a scientist, she asks a lot of questions to make sure she has all the information.

"Okay, so while I was…gone, you became CEO of Oscorp, teamed up with earth's mightiest heroes and an agency labelled terrorists, but they're not." she sums up once I'm done.

I nod my head. "Yup, pretty much."

"And Aunt May is mad at you why?"

"Because I was supposed to call her after the press conference, but then it blew up. The only communication I've had with her is one very long text message two days ago." I say, smiling sheepishly.

Gwen narrows her eyes. "So you sent poor, was his name Fitz?" I nod, and she continues, "So you sent poor Fitz to suffer Aunt May's wrath? That's cruel, Peter Parker." she finishes, smiling a little bit.

We both laugh, and I kiss her cheek, making her smile fully. Then she grows serious again. "Now that we have the important stuff out of the way, tell me what I really want to hear." she says, causing me to look at her questioningly. She sighs. "What did you do when I died; how were you?"

I look down at our joined hands, stroking my thumb over her knuckles. "Well, Spiderman didn't make an appearance for a couple months because his real identity blamed Spiderman for your death. But then I listened to your graduation speech about hope, and I went back out again." I laugh a little. "Aunt May, actually, she's the one who told me something was different about Spiderman. I asked her what, and she said that his sense of humor was gone."

"Okay, but what about you, Peter, not your other half." Gwen interrupts.

I nod and look into her striking green eyes. "I was broken. After Uncle Ben, your death just killed me. I brought flowers to your grave everyday because it made me feel like you were still there." I frown. "This may sound weird, but I would talk to you; tell you about every thing that was happening. It's kind of freaky to find out that I was talking to an empty grave now."

I pull Gwen into my lap, placing my forehead on hers. "When you died, I didn't want to go on. Harry was right, you are my hope." After pausing for a second, I close my eyes. "I thought about you every second of every day. When it was sunny, I would think about how your hair always shined in the sunlight. Every time I went to Oscorp, it would hurt like hell just to walk through those doors.

"I would have dinner with your family a lot, and your little brothers would remind me of you. The lilacs that I put on your grave, green eyes, this city, they all reminded me of you." I pull away from Gwen with tears in both of our eyes and cup her face. "You have no idea how much I missed you." I whisper.

Tears are falling down Gwen's face when she kisses me. She pulls away and strokes my cheek. "I love you, so much." she says.

I smile. "I love you too."

**Fitz POV**

"Ok, so we're Peter's assistants, and he's in New Jersey right now for business." Jemma confirms.

"Yes." I respond. "So now should we go up to the door? We've been sitting suspiciously in the car for ten minutes now."

"Yes, I think I'm ready." she responds.

I open my door and head around the side to meet Jemma on the sidewalk, then we head up the steps together. Jemma knocks on the door, and we watch through the glass as an elderly woman with black hair walks to the door.

She opens the door. "Can I help you?"

"Yes, actually. Are you May Parker?" I ask. Mrs. Parker nods. "Well, we're Mr. Parker's assistants, and he sent us to talk to you." I finish.

"Oh yes, please come in." she says, ushering us through the door. Jemma and I sit on the couch, and Mrs. Parker sits across from us. "Is Peter alright? Where is he now?"

"He's at Stark Tower." Jemma states. I glare at her as her face grows shocked. She recovers quickly. "Mr. Parker is currently doing business with Mr. Stark."

"He just got back from New Jersey, and didn't have enough time to come see you between meetings, so he sent us." I finish.

Mrs. Parker rolls her eyes. "You two are very sweet, but I'm not buying it. Where is my boy?"

"At Stark Tower, ma'am." I reply.

"Okay, and why is he there again?"

"He's doing business with Mr. Stark." Jemma replies, face still flushed from earlier.

"I see. And does this have anything to do with Spiderman?" May asks. Jemma and I both open our mouths to speak, but nothing comes out. "Don't worry, I've known Peter was Spiderman for months. Now, if you two would be so kind to take me to my nephew, I'd really appreciate it."

**Peter POV**

Once our hour is up, Gwen and I walk back to the main room.

"May is going to kill you." Gwen says, smirking a little.

"No, she loves me too much." I reply. Then I see Skye and Tripp on the couch. "Is Fitzsimmons back yet?"

"Not yet." Tripp replies. "We're waiting to start the meeting until they get back, though. Skye, Jane, and Pepper just went through all of the intel, but we're waiting to share the info until the meeting."

When Jarvis speaks up, Gwen jumps, covering her mouth with one hand to keep from screaming. I smile a little and wrap my arm around her waist. "Agents Fitz and Simmons are on their way up with a stranger." Jarvis says.

Tripp, Skye and I share a look, and Skye gets up to see who comes out of the elevator.

"What was that?" Gwen asks, pointing at the ceiling.

"That's Jarvis, Tony's virtual assistant." Tripp replies. Then he sits forward. "So, Miss Stacy, are you all caught up?"

"More or less. And Gwen's just fine." she replies. I smile, glad to see the two are getting along so well.

"Peter, get in here!" Skye yells.

I roll my eyes. "I'll be right back."

I enter the next room to see Fitz standing behind our new guest pretending to kill himself and Simmons glaring at him. Our new guest is looking at me, arms crossed across her chest and tapping her foot.

"Aunt May, what are you doing here?"

_**Hey, sorry I haven't updated in a long time, my computer broke down. Sorry. Anyway, please review. Last chapter I only got one review, and I was a little upset. Please review, it gives me inspiration to keep writing and updating. Thank you for continuing to read my story!**_


	14. Suit Up

_**Ok, I did not like this chapter at all (I wrote it at midnight), so I decided to revise it. I promise, the next chapter will be up soon!**_

**Peter POV**

"Peter Parker, how dare you!" Aunt May yells.

"Aunt May, now really isn't the time-" I start, but she cuts me off.

"And to think I actually thought you could handle the job when you gave it to yourself, but no! You're all over the news because the city thinks Peter Parker is missing. And I-"

This time it's my turn to cut her off. "Aunt May, how did you know I was Spiderman?"

She sighs. "You've lived with me since you were a little boy, Peter. I connected the dots."

"Aunt May, I'm sorry." I mumble, wrapping my arms around her.

She hugs me back. "You had me worried sick, Peter."

"I know, I'm sorry." I say. I lift my head up to see Skye, Tripp, and Darcy giving me thumbs-up's. I glare at them.

Then I feel my aunt freeze. "Am I hallucinating?" she whispers.

I pull away from her and look to where she's looking. When I realize she's looking at Gwen, I freak out a little bit.

"Um, well, something happened, and Gwen's alive, so long story, and yeah." I ramble, looking at Tripp for support. He just shrugs.

"Gwen?" my aunt asks.

Gwen smiles nervously and waves at her. "Hey Mrs. Parker." At those words, my aunt faints backward into my arms.

Everyone's silent until Darcy decides to speak up, "Well, that was quite a show." she says, earning an elbow in the ribs from Skye.

Coulson and the rest of my older teammates choose that moment to walk in. They all look shocked to see me holding my unconscious aunt in the middle of the room.

"I'm not gonna ask." Coulson says, putting his hands in the air. "We have a meeting, so let's get started."

After depositing Aunt May on the couch, we all follow him to the conference room. On the way out, I turn around and glare at Fitz, then take Gwen's hand so we can walk after everyone else.

**Skye POV**

After finally gathering in the conference room, we actually get the meeting started. Tony tells Jarvis to let us know when she wakes up.

"Ok, so what did we find?" Steve asks.

"Well, obviously because of TAHITI, they can bring people back to life." I start, watching as everyone nods. "They used that advantage to bring back and change a lot of people."

"Like who?" Natasha asks.

"That we know of? Atilla the Hun, Hitler, and the Red Skull. There's probably way more then that though." Tripp replies.

"Wait, but those people have been dead for hundreds of years, their bodies have decayed. How did they bring them back?" Simmons asks.

"I'm not sure, but I saw them, looking alive and well. Pretty freaky." I reply.

"Ok, so what else?" Coulson asks.

"There are a lot of files for a project using the Centipede serum." I reply.

"What for?"

"I'm not sure, but we'll find out soon enough." Everyone goes silent after I say that.

"So, what's their play?" Clint asks. "They must have a big plan if they're bringing dead people back to life."

"This is the bad news," I say. "I mean, worse news then the bad news I just told you."

Tripp sighs, crossing his arms. "What is it, Skye?" he asks.

"They're marching on New York tomorrow."

**Peter POV**

After explaining everything to Aunt May and getting over the shock that she knew about my second half, I now sit with her alone in my room. I explained everything that happened to me in the past three days, including what happened with Gwen.

"Ok, now that I've explained everything, can Gwen come in now?" I ask.

She nods, so I stand up to let Gwen in. Aunt May still looks a little conflicted when she walks in, but when Gwen sits next to her, Aunt May takes her hand. I smile, then grow serious.

"You two need to get out of the city." I say.

They both protest at once, so I sit back and listen until they calm down.

"Yes." I argue. "The invasion is tomorrow, and I can't be there to protect both of you. You're not the only ones going, Jane, Pepper, and Simmons are leaving too."

"Peter, this isn't-" Gwen starts. I cut her off with a hand over her mouth.

"It is fair. I lost you once, and I'm not going to again." I turn to Aunt May and pull her close. "I can't lose either of you."

They both purse their lips and agree to leave. I walk them out to the waiting taxi and hug Aunt May goodbye before turning to Gwen. She pulls me close and kisses me passionately, as if its' the last time she ever will. It might be.

I wrap my arms around her waist and kiss her back with equal passion. I pull away and stroke her cheek, and she places her forehead on my chest. "Don't you dare die on me, Bugboy."

I smile, and help her into the car. "I won't," I reply, then I close the door. "Probably."

I stand next to Fitz as we watch their taxi drive away. Coulson told us that they're going to meet some agents that have been undercover in Hydra for months.

We all look at the chaos of people evacuating around us. I can tell we're nervous, even the Avengers, who stopped an alien invasion. It's thirteen people against an army of mutants, dead people, and people that aren't dead. Coulson turns around toward us, face grim.

"Time to suit up."

_** Please review! I need ideas for the next couple chapters, so if you could give me some, I'd really appreciate it.**_


	15. Battle

**Gwen POV**

On the ride to the SHIELD base in upstate New York, I get to know the people Peter's been working with.

Pepper is really nice, and doesn't talk much. I can tell it's because she's worried about Tony and the rest of the team. I can relate nicely to that worry.

Audrey is fun too, and I can relate to her the most, since she just joined this dysfunctional family also. Her eyes contain a lot of pain, but she masks it with her smile.

Lastly, there's Jane Foster and Jemma Simmons. I talk to these two the longest, for we're all fellow scientists. I have learned so much about space in just this one hour of talking with Jane.

When Simmons isn't talking about science, she's talking about her partner: Fitz.

Jemma tends to ramble a lot, so the rest of us just sit back and listen politely most of the time. Aunt May is sitting next to me, and she hasn't let go of my hand since we got in the car. It makes me smile a little bit.

After the third time Jemma mentions Fitz, Audrey voices what we're all thinking: "So, you two are close?" The question makes Jemma smile.

"I like to think so, but sometimes that sliver of hope completely disappears. I mean, he used to be completely smitten with me, and everyone knew it. But now, I'm not sure. He's so confusing." Jemma's smile falters. "I'm so worried about him."

We all go silent, and we know that we're all agreeing with what the Brit just said. When I look back at Simmons, she's smiling again.

"So, what's the story of you and Peter?" she asks. The others all look up, and Aunt May smiles next to me.

I'm to worried to tell them about it, so I force a smile and say, "That, is a story for another day."

**Peter POV**

The city is eerily quiet without all of the people bustling through the streets. The streetlight changes to red, and the normalcy of it is frightening.

All thirteen of us stand in a circle, watching. Waiting. The only sound is the shuffling of feet, and the breath coming out of our mouths. We're all to anxious to talk, and because of that, I can see Bruce is struggling to hold his human form until the battle actually begins.

Then we hear it.

The sound of feet moving toward us. The army comes into sight, and I look around me. The determined faces of my teammates strengthen me, and I grasp Fitz's shoulder. He nods grimly.

A silent order overcomes us all, and we rush forward as one, meeting the army halfway.

The soldiers surround me, and I lose sight of my teammates in the chaos.

My webshooters are of no use right now, because of how close I am to the people I'm fighting. The only thing I can do is close combat. After the first couple fights, I'm surprised that Hydra didn't send anyone else. These are just normal people, not Centipede soldiers or anything. I ignore the thought.

Guns are firing everywhere, and I can barely dodge the bullets as I take down the enemy. After at least fifteen minutes of fighting, I swing up onto a street light and survey the scene quickly.

The army is dwindling, which makes me frown (ironic, I know). Considering the amount of people still standing, there couldn't have been more then two-hundred enemy soldiers at the beginning of the battle.

"Guys, something's not right." I say, after making sure my com was on. I swing back down into the fight, knocking soldiers over on the way down.

"What do you mean?" May asks.

I look around to see there are no more soldiers. "There couldn't have been more then two-hundred soldiers. Hydra would send way more then what they did."

I see Clint and Skye down the street from me, so I walk over to them.

"He's right, something weird is going on." Tripp says.

Coulson's voice crackles into the coms: "Ok, let's do a headcount. If you see anyone near where you are, go regroup with them." He pauses, and I nod at Clint and Skye. "Is everyone okay?"

"I'm with Thor, and Bruce is still angry, but he's here." Tony says.

"Skye and Clint are with me." I inform. Then I see another figure running toward us. "Tripp's here also."

"I got no one." Natasha says.

"Same." Steve says.

"Okay, we have everyone. I'm with May and Fitz." Coulson says, making me sigh in relief. "Cap, Natasha, go try and find another group, or find each other."

"Roger that."

Coulson's saying something else, when a inhuman roar slices through the air. We cover our ears, and look around wildly for the source of the noise.

When it stops, the coms are filled with the sounds of everyone breathing heavily.

"What the hell was that?" Darcy asks.

I quickly swing to the top of the nearest building and look around. My eyes widen at what I see coming toward us.

I must have gasped, because Darcy says, "What, what is it?"

"Hang on." I reply.

There are thousands of men racing towards us, armed with either medieval weapons or guns. Hovering above them are helicopters, and my enhanced ears pick up the sound of jets racing towards us.

Then I see something that makes my heart stop once again. Mixed in with the army, are giant animals. Elephants, snakes, rhinos, you name it and they got it. And they're all twice the size of what they normally are.

"Guys, I know what they used the Centipede serum for, and you're not gonna like it."

_**Sorry if this is a weird plot line, I just thought "Well, if the serum does that to people, what would it do to animals?" So, that's why the army has giant animals. Please review and let me know what you think, it inspires me to continue. Thanks!**_


	16. Falling

**Peter POV**

The sky above us is fading to orange, and the thought of the oncoming darkness makes me shiver.

I stand on the rooftops with Skye, Trip, and Clint; all three of us silently watching the army below us. The rest of the team are stationed on the other rooftops.

My senses are going crazy as the anxiety of the oncoming battle kicks in. The only reason we're not down there right now is because we have to wait for Coulson's signal. Our eyes are fixed on the rooftop in front of ours, and I can tell we're all anxious.

Finally, we see it. The red glow of a sniper rifle appears on my outstretched hand. Taking a deep breath, I jump from my perch right onto a giant rhino.

Oh the irony. The once silent army goes crazy, and the rhino flips out at the sudden burst of noise. The beast is at least a story high, which isn't a problem for me at all. It throws me off of it's back, and it's feet crush about a dozen soldiers as it runs. I wince.

Once I land from my perfectly executed backflip (if I must say so myself), I look around to see a ton of Hun's soldiers, all with ancient armor and weapons. Silently praising my luck, I say, "Hello, boys. How you doin?"

One of them starts speaking, and his foreign tongue is definitely of Asian heritage. "You look familiar," I continue. "Where have I seen you before?"  
I snap my fingers, pretending to come to an assumption. "Oh, I remember! You follow Atilla the Creepy!"

That one sentence makes all of their heads turn towards me. My eyes widen under my mask, and I duck just in time to see the arrow that was meant for me slam into the shoulder of the man who was in front of me.

"So much for a friendly conversation." I mumble. Then I launch into action, tying soldiers together and slamming fists and feet into the enemy.

The soldiers either run at me with swords, or shoot with bows and arrows. I jump up onto the closest soldier, and he falls to the ground with a sickening crunch. I then jump and shoot a web onto the guy next to me, and pull him hard enough to slam him into about four other men across from me.

I get the idea to make a human weapon ball, but then realize that that isn't the greatest idea.

I land and am surprised to see the men standing far away from me. "What? I won't bite!"

Then I turn around to see a scared looking soldier holding a machine gun. The first thing I realize is that he doesn't know how to use it, and I curse Hydra under my breath.

Just as he's about to pull the trigger, and I get ready to jump, a familiar black arrow plunges into the guy's back.

He accidentally squeezes the trigger as he goes down, and I'm quick to dodge them and get out of the line of fire. Others aren't so lucky.

Clint jumps down beside me. "Nice to see you're alive." he says.

"Didn't believe in me? I see how it is." I reply, starting to attack the army again. He smiles slightly. "Where've you been?"

"An archer sees better from a distance." he replies. I don't ask what that means, because I already figured it out.

Clint and I stand back to back as we take down the enemy together. Occasionally he swings around and I have to duck under his arrow or his elbow, but I'm always prepared.

Just as I kick a soldier into about five others, my senses go nuts. Looking to my left quickly, I see Skye crouched behind a hood of a car looking overwhelmed.

"Skye needs help! Be back in a sec!" I yell to Clint. He grunts in response, and I grin as I rush to my friend.

A soldier is approaching Skye from behind, and I'm quick to backflip right on top of him. "Looks like you're in quite a pickle!"

"Shut up, or I'll squash you like a bug, bugboy." she mutters, still shooting into the crowd.

"Ah, but spiders are not bugs." I grin. "And you still can't call me 'bugboy.'"

She scoffs, and I hurdle the car into the army she's holding back. Avoiding her bullets is easier then I thought, considering she's switched positions to shoot at the half of the soldiers I'm not in.

Knowing they're outmatched, the cowards left of the army run away. I start to run after them, when my way is cut off by a giant foot. I look up to see a three story tall elephant, and immediately scramble backwards into Skye.

After I help her back up, I feel Clint come up to me on my left. "You got this one, Legolas?"

He squints up at the beast. "Sure Gimli, but it doesn't only count as one."

I frown. "Obviously, I'd be Aragorn. Why the-"

Skye cuts me off. "You guys can fangirl after this is over. Clint, get up there. Peter, the left wing needs help, so lets go." Clint and I nod, and I follow after Skye.

I turn around to see Clint making the Elvish gesture for goodbye, and I hold back my laughter. Then I run after Skye as Clint runs after the elephant in the opposite direction.

**Natasha POV**

"It could be worse." I say. Melinda May, who stands next to me, scoffs as we watch the giant snake slither toward us. My companion picks up one of the fallen's swords and readies it in front of her.

"Ninjutsu?" I ask.

She nods. "Ready?"

I nod grimly and raise my guns. I turn around the corner we were hiding behind and watch as the giant Cobra's head snaps towards me. Before it can strike, I raise my guns and take out it's eyes. They turn red with blood, and I can hear Darcy gag in my com. She's above us waiting to strike, just in case our plan goes wrong.

The creature's forked-tongue flips out repeatedly, making me fidget. May and I run forward, silently trying not to set off any of the snake's other senses.  
It must have felt us run by, because the snake's giant head swings toward May, and I watch as she skillfully slices its' tongue off. Now it's my turn to gag.

I may be an agent, but I'm still a girl.

May and I advance on either side of the snake, avoiding it's writhing form. I nod at her, and she raises her sword and brings it down upon the snake.

Once it is finished, I wave up to Darcy. She disappears into the building, heading down. Then I turn back around and grimace at the putrid and smell.

May looks up at me. "Well, that was fun."

"It looked like it." Darcy replies, who had just come up behind me. "We should go find the others. Or someone to fight."

I nod, and we run towards the sound of chaos once again.

**Tony POV**

Dawn is breaking, and the sight of the sun gives my sore muscles new energy.

The city is in ruins, with buildings toppled over, and fires breaking out in random places. My teammates are scattered all over the city, and I swear I saw Clint riding an elephant earlier. The thought of my friends make me frown, because the could be dead and I wouldn't even know it.

Well, except for Bruce. He's loud enough to hear for miles, and he's demolishing everything in sight below me.

"Sir," Jarvis' voice appears. "Your suit only has ten percent battery power left. I suggest you go and recharge."

"My body needs to recharge." I mutter. I fire one last shot into a cluster of Hydra soldiers who are shooting at me (and missing), then I set out for my tower.

**Steve POV**

I welcome the natural light of the sun, soaking it in as I fight. Fighting under the streetlights isn't fun, especially when the lights turn off because of damage, and you're left fighting in the dark.

Hitting yet another soldier with my shield, I see a red and blue blur fly into my line of sight. Thinking it's an enemy, I throw my shield at it, only to see it duck.

"What the hell, man? We're here to help!" Peter yells.

"Sorry." I say. Peter shakes his head, and he and Skye come stand by me.

Skye hands me my shield and looks around. "Where is everyone?"

"I don't know." I reply.

Peter takes off his mask and frowns. "It's too quiet. Let's go find the others, or at least some people to fight.

I nod and he puts his mask back on. The three of us turn around to see Tony flying in our line of sight. Wait, not flying.

Falling.

_**Hello, my readers! Thank you so much to those of you who have stuck with me this far. Just so you know, Legolas, Gimli, and Aragorn are characters in Lord of the Rings. In the movie, Legolas takes down a giant elephant, so while I was watching it, I thought it would be cool if Clint did that. Hence, the bromance that I wrote right there. Also, ninjutsu is an ancient Japanese martial art, and according to my story, May trains in it. **_

_**Now that explanations are over, I have a request. Because of the lack of reviews, I've felt that all of my hard work is for nothing. I don't know if my story is making you guys happy or not, and I'd really like to know, so PLEASE REVIEW! Even if it's just, "Nice chapter." Or something like that, please say it. I appreciate everything you guys tell me. But, if you don't have anything good to say about my story, then don't tell me. Constructive criticism and questions are allowed. :)**_

_**Review!**_


	17. Trouble at the Base

**Steve POV**

Just when I see Tony drop behind a building, I start running.

"What the hell happened?" Skye yells, running behind Peter and I. Neither Peter nor I respond, because we're both afraid of what the answer could be.

We turn the corner of a building and stop abruptly. There's a large crater in the concrete, and Tony lies in it. Just as Skye comes up behind Peter and I, the blue lights coming from the suit's eyes power off.

I run forward and kneel next to my friend, setting my shield on the ground. "Stark? Stark, can you hear me?"

"Who is that?"

We sigh in relief at the sound of Tony's voice. "It's Steve."

"How do I know that for sure?" Tony asks, voice still muffled by his suit. "What nickname do I call you almost constantly?"

I sigh. "Capsicle."

"Thank God, it is you! Have I ever told you how much I love popsicles?" Tony exclaims.

I shake my head, smiling a bit. "Ok, how do we get you out of there?"

"You just have to pry my suit open." Tony replies. "But be careful! If you break one of my babies, I break you."

I gesture to Peter to go on the other side, and we both take position to start pulling. "Tony, while we get you out, tell us what happened." Skye says.

"Ok, fine with me. Can you take my mask off though? I can't breathe." Peter reaches over and pulls off his golden mask, and Tony sighs with relief, breathing in the fresh air.

He then proceeded to tell us exactly what happened, but some of his words were too profane for me to repeat. By the time he was done explaining, Peter was snickering a little bit, earning a smack from Skye.

"So, to sum it all up, Jarvis is an asshole." Tony finishes. I smile a bit. If he's still cursing, then he's going to be fine.

It took about fifteen minutes of prying, but Tony is finally free. Skye reaches a hand forward and pulls Tony to his feet. The billionaire spits some blood out of his mouth before wiping his mouth and scowling at his useless suit.

"This sucks." he mutters.

I nod as I see Peter tense beside me. "Get down!" he yells, tackling Skye to the ground. Tony and I follow suit, just in time for a giant wasp to fly over where we just were.

Peter jumps to his feet and shoots two webs onto the wasp before pulling it over his head and into the ground, forming another, slightly larger, crater. I look past the crater and see an army of Nazi soldiers with at least a dozen wasps scattered throughout the army.

"Well, this is it. I'm dead." Tony mutters, eyes wide at the sight before us.

"No, you're not. None of us are." I say, grabbing my shield off the ground. I point to Skye and Peter. "You two hold the army off. I need to get Tony back to the tower so he can get his suit."

The two nod at me and head into battle as Tony and I run in the opposite direction, back home.

**Gwen POV**

The SHIELD headquarters is bustling with a whole four other agents. There's Agents Bobby, Mac, Lance, and Sharon.

When we first entered, Sharon and Bobby ushered us in quickly, only smiling once the door was shut. Mac wasn't there to greet us when we got here, but he was kind once he did meet us. Lance was polite, and stood up to greet us once we entered the living room.

Now, we're all sitting in the small living room area, with Aunt May and Pepper in the kitchen making coffee. Bobby and Lance are conversing with each other, Mac, Sharon, and Jane are in a nearby lab, and Simmons and I are just sitting awkwardly, listening to all of them.

"Where are all the rest of you?" Simmons asks, causing the blonde and the brit to finally stop their bickering.

"We're the only ones left at this base." Lance replies, face grim. "After Hydra took over, the rest of us scattered all over the globe."

Jemma nods, in complete understanding. "We lost some one from our own team to Hydra."

"I'm sorry." Bobby says. "Sharon was actually in D.C when Hydra took over. Fury gave her an assignment to protect Captain America, and she posed as his neighbor for about six months."

"Really?" Jemma asks. "What happened?"

"When Hydra took over the Triskelion, they tried to get the agents to think Steve was the fugitive." Sharon says, entering the room. "I had known Steve for months, so I knew that he would never do something like this."

"What did you do?" Jane asks.

Sharon sits on the armrest of Bobby's couch. "I stood up, eventually shutting down the Hydra at that base. I was the only agent to stand up, but eventually the rest joined in. After the fall of SHIELD, I got a job with the CIA. I worked there for about six months, but eventually, Coulson found me and took me here, where I've been ever since."

We all nod, taking in the news. "Because you guys are SHIELD agents, why aren't you helping the Avengers?" I ask. "Sorry, I have to know."

"We have orders from Director Coulson not to come unless they call for back up." Lance says.

I nod in understanding, but Simmons frowns. "Their coms are down, so how will you know?"

"Tony will contact me." Pepper says from her place in the kitchen.

"Ok, now is there any word at all?" I ask. The agents shake their heads, and we all fall silent.

"Gwen, you don't have to worry. They're going to be fine, I promise." Bobby replies, smiling softly at me.

That's a huge promise to make. I think. I look at Pepper, who's eyes are locked on the counter, and am just about to lean back in my chair when we hear a loud bang.

We all stop our movement, listening. Sharon gets up and pulls the door open just as Jane and Mac run in. Mac slams the door behind him, slightly panting as Jane runs over and joins Pepper.

He turns to us, very serious. "We have a problem. "Sharon's eyes widen, before she walks over to the couch Bobby and Lance are on.

"What's happening?" Pepper asks.

"They're here." Sharon replies, pulling the couch off of the wall once the two other agents get up.

"Who's here?" I ask, wondering why she pulled the couch away from a blank wall.

"The armies." Mac says, pulling something out of his pocket. I frown, wondering why he keeps a door knob in his pocket, until he places the door knob in a miniscule hole in the wall behind where the couch was. After turning the knob, he places his fingertips on the wall and pushes gently.

The hidden door swings open, dust falling to the concrete floor of the tunnel. I'm just about to ask what's happening when the gunshots from outside the room start.

Bobby runs to the kitchen, pulling three flashlights out of the drawer. She then proceeds to hand one to Kate, and one to me. "Let's go. All of you follow me." Then she turns on the flashlight and runs into the tunnel. The rest of us follow, with Mac closing the secret door behind us.

**Tony POV**

"Ok, where to?" Steve asks, running into the elevator ahead of me.

"The lab." I reply, climbing in with him. He presses the right button, and we wait in annoyance as crappy music comes from the elevator's speakers.

We enter the lab to Jarvis' voice: "Hello, Mr. Stark; Mr. Rogers."

"Shut the hell up, Jarvis." I yell, running to my wall of suits.

Five minutes later, I have a different, fully-charged suit on. "Let's roll, Cap."

"Sir, you have a message from Ms. Potts on the line. Would you like to hear it?"

I frown. "Sure."

I hear a slight crackling, and then then Pepper's voice kicks into the line. "Tony? This is Pepper. I really hope you get this soon, because we're in trouble at the base. Part of the army is here, and there are only eight people here to defend it, counting myself and the girls who came with me. Please come soon; we need you."

If Cap were to see my face right now, he would see a shocked, scared man who's worried as hell.

I pull myself together and make my face mask pull up. "Change of plans, Capsicle. We're going to the base."

**Pepper POV**

After I leave a message with Tony, I turn to Mac. "He didn't pick up, but I left a message."

"Hopefully that's enough." Sharon says. "Everyone over here."

We all walk over to where she's standing. She reaches into the chest in front of her and pulls out four hand guns. "These, are for you girls." she says, handing one to Jane, Simmons, Gwen, then finally me. She smiles softly at the terrified look on Gwen's face. "They're only Icers. They'll only fall asleep."

"If they actually hit them." Lance mutters, earning a glare from me.

"Look," Sharon mutters, turning from where she was fishing more weapons out of the chest. "we don't know if help is coming, so the only thing we have is each other. We either fight alone, or we fight together."

After a small silence, Bobby steps forward, taking two metal sticks out of the box. "I'm with you." The rest of us agree, making Sharon smile grimly.

"Alright. If they're able to breach this room, Mac, you need to shoot a hole in that wall." Sharon orders, pointing to the wall on my left. "It leads out to an open field, and beyond that is a forest. That's where the jets are. All we can do is hope that there aren't any soldiers out there, and that we get to cover quick enough."

All of us nod, but I notice Jane's hands are shaking. Mrs. Parker is quick to reach over and take her unoccupied hand, giving her a shaky smile. Jane smiles back, but her hands don't stop trembling.

"Mac, set up the blaster so we're ready." Bobby orders. Mac does so, and all that is left to do is wait.

There's fifteen minutes of tense silence, the only sounds are the voices and shots coming from the hallway. I'm just about to speak when the door on the other side blows open.

"Mac!" Lance yells, making it sound more like a question. Mac presses the button on his gun and an orange ball flies out of it and blows the wall to pieces.

"Move!" Bobby yells, ushering us towards the smoking opening in the concrete. We start running just as Nazi soldiers pour through the opening of the creepy hall.

I step onto the grass, sprinting with all of my might toward the forest that rest's about two-hundred yards away. We're about halfway there when I'm knocked to the ground, along with my comrades.

I look up over the two men holding me down to see a sight I thought would only be in history books.

Hitler and the Red Skull, stand in front of us, smiling.

_**I think I have a problem with giving you guys cliffhangers. :)**_

_**Anyway, sorry it took so long to update! Also, sorry for the crappy ending. This one took me awhile to write, because I had absolutely NO idea what to do with the story, but I think the result was pretty good. Also, thank you so much to all of my new readers, and all of my reviewers! The support made me feel amazing, because my family and I are going through a tough time right now. Thank you so much, and please keep reviewing!**_


	18. Centipede

**Peter POV**

"Come on, wasp!" I protest, dodging the twelve-inch stinger once again. "It's a spider's job to kill the wasp, not the wasp's job to kill the spider!"

"Peter!" Skye yells from her position behind a taxi. "Why don't you stop dancing with the wasp and actually hurt it!"

"It's harder then it looks!" I respond, jumping to a street lamp as the Hydra soldiers' fire gets heavier.

I fire two webs onto the next wasp to fly by, making sure to hit it's wings so it falls to the ground, crushing soldiers. That gives me an idea.

I lift up the struggling wasp, then swing it back and forth through the soldiers. Dozens of soldiers are knocked to the ground, and the unlucky ones who are hit by the stinger are left writhing and screaming on the concrete.

Once my section of the street is clear, I swing over to the next wasp and repeat the process over there.

**Natasha POV**

"Do you think she can do this?" I ask, watching Darcy closely as she walks silently up behind the lion.

"I hope so." May replies. "Even though she has the loudest mouth, she's very quiet on her feet."

I nod, watching as the young girl manages to get behind the lion without being heard.

With a nod from May, Darcy runs up to the lion's head, grabs it's mane, and swings up onto it's back. The beast roars, rearing and jumping as it tries to shake Darcy off of it, like a bull in a rodeo.

"Why can't we fight actual people?" I mutter, advancing forward to where the lion is. Even from here I can hear Darcy's curses as she tries to get her knife out so she can stick it into the lion's head, just as we discussed.

Just as she gets a good shot, a familiar black arrow whizzes past my ear, impaling itself into the beast. The lion topples over, and Darcy rolls away from it before it can crush her.

I turn around to see Clint lower his bow. "I took care of the elephants." he says, walking up to stand beside me. "Glad to see you're alive."

I nod back at him as Darcy says, "Thanks to you. Their plans are crazy!"

May and I shrug as Darcy stands up and starts walking towards us. Clint smiles a bit, and I see his eyes looking over me. I give him a nod, and he relaxes slightly, relieved that I'm not severely hurt.

"Romanoff, can you hear me?" Coulson's voice appears in my ear.

"I'm here." I reply, making my three companions look at me. "May, Darcy, and Clint are with me."

"Ok, good. Fitz finally got the coms to work again, but I can only connect with one person at a time." Coulson says. "Natasha, you and your group need to head toward the Statue of Liberty. The Huns are there, and Fitz and I can't take them down."

"Roger that." I reply. Then I turn to my three companions, who look very confused. "That was Coulson. Looks like we're heading to the Lady on the Pedestal."

**Trip POV**

"Good shot, my friend." Thor yells over to me, once again.

I shake my head, grinning, because that's the third time he's said that. From my position behind an abandoned car, I have clear shots on the Centipede soldiers with my Icer.

Thor is inside the mass of soldiers, destroying them with his hammer and occasionally calling down lightning to blow a group to bits. Bruce is everywhere at once, either throwing soldiers into buildings or pounding them to a pulp with his massive fists.

My com suddenly crackles to life. "Trip?" Coulson asks.

"I'm here." I respond, still shooting over the car.

"Ok, who're you with?"

"Thor and Bruce." I reply, throwing an Ice-Bomb into a mass of soldiers, and watching it's bright blue explosion. Thank you Fitz, for inventing more then just Icer guns. I think.

"Ok, I'm with Fitz, Skye, and Peter in Times Square. You have to lead the army here, Peter has a plan." Coulson says.

"We'll be there as soon as possible." I reply, turning to Thor. "Thor! We need to talk!"

After telling Thor the plan, he flies us to the end of the army closest to Times Square. They all whip around and are silent for some reason.

"Hey assholes!" I yell. "Come and get it."

Thor and I turn and start running to our destination. I hear the army running after us, which is good. What's also good is that Centipede soldiers don't use guns. Otherwise I'd be dead.

It took us about fifteen minutes of running, but we finally got to our destination. Thankfully, the army never stopped pursuing us.

Thor's and my shoes slap on the wet pavement of the square, and I look around me as I run. Webs are shot randomly on the pavement, and all of their ends lead to the same building, where I can see Peter and Coulson.

Fitz and Skye are in front of me, fighting off Hydra soldiers. They stand on the perimeter of a large web placed on the pavement, and by their defensive fighting techniques, I can see that the only thing they're trying to do is keep the soldiers off of the web.

Fitz is the first to catch sight of us. "Trip! Thor! Get over here and don't let anyone on the web."

Thor and I do so, and the only thing I can think is how weird that order was.

Then Skye yells, "Brace yourselves!" I'm wondering what she's talking about, when I'm suddenly thrown into both her and Fitz. The web has broken into some sort of net, suspending the four of us fifteen feet off of the ground.

I'm just about to cuss Peter out, when the hairs on my arms rise up. The smell of electricity fills the air, and the ground the soldiers are standing on turns blue with electricity.

I grimace at the sight of the electrocuted soldiers falling to the ground. After about thirty seconds, it stops. The smell of charred flesh fills my nose, and I'm quick to cover it with one hand.

The net drops back to the ground, and we tumble out. Skye staggers to the side before dropping to her knees and puking. Fitz just looks shocked, and Thor is completely fine.

Peter swings down to the ground with Coulson and takes off his mask. "That was _way_ better when I pictured it in my head." I look around me, and see the fallen bodies, still smoking.

Thor clasps Peter's shoulder. "That was well done, my friend. When it comes to war, drastic measures must be taken."

I walk over to Skye and help her up as I ask, "Now what?"

Coulson looks at Fitz. "Now, we head to the Statue of Liberty. Natasha, Clint, Darcy, and May are heading there as we speak to take down Attila and the rest of the Huns."

"Where're Tony and Cap?" Skye asks, still leaning on me for support.

"There's a situation at the SHIELD base," Coulson replies, frowning slightly. I see Peter and Thor tense at this new information. "but we can't go there. I'll contact Natasha as we head over there."

**Natasha POV**

The boat ride out to Ellis island is somewhat enjoyable. It's too nice a day for a war to be going on. The whole time, I look out at the city, which lies in ruins. Whole skyscrapers are toppled over, with just piles of rubble left in their wake.

"What's going to happen if we win this fight?" I ask Clint, who's standing next to me.

"What do you mean?"

"Well, SHIELD is labelled a terrorist organization. Even if we do win, they're probably going to throw all of us in jail anyway." I laugh a little. "I said in my conference with Congress that I was fine with being in jail, but-"

"Natasha." Clint says. I turn to him. Even though he has dirt and blood all over him, just hearing his voice gives me comfort. "Good is going to come out of this, I promise."

I nod at him, and we stand together looking at the city for the rest of the boat ride.

**Peter POV**

I swing up the side of Ms. Liberty, trusting Thor to cut down any arrows coming my way. As I swing into the crown, I motion for Thor to follow. He does so, landing silently beside me.

"I'll go throughout the building." Thor says. "You go and see if there's anyone in the torch room."

I nod and jump out of the crown once again, slinging a web onto the torch. I pull myself up to the top, peeking inside.

There are two men. A very large, creepy Asian man, and another smaller one. They're speaking to each other, but I can't understand because I don't speak their language.

Quickly, I propel myself inside, surprising the creepy dudes. The larger one, Attila, pulls out a long sword, while Gengis is defenseless.

For being two of the most famous conquerors on earth, they're quite unprepared.

I fire a web onto the sword, attempting to pull it out of Attila's hands, but he doesn't budge. Rather, he pulls me towards him and swings at me with his sword. I duck under the attack, and swipe Gengis' feet out from under him, watching him topple out the window.

_Oops._

I turn towards my last opponent and watch him grin menacingly at me. "Bugün, örümcek köylü ölecek. **_(You shall die today, spider peasant.)_**"

I shake my head, unable to tell what he just said, but assume it was insulting. Attila advances, raising his sword and swinging it at my head. I duck under it and kick his sword hand, but the sword refuses to fall.

He brings the sword down, and I roll out of the way. I fire multiple webs onto the ceiling, attaching all of them to the Hun leader just like I did to the Lizard when we fought at the school. Attila struggles, but is unable to free himself. I smirk and walk him over to the window, pushing him out.

After he falls a certain distance, I fire a web to catch him, before tying it off to the window. I look below me to see that the only people left standing are my teammates. Thor emerges from the statue's entrance, and I smile.

The second Battle of New York is won.

_**Ok, so the battle inside the city is over! The language I used for Attila is Turkish, just so you know. I thought i'd make you guys wait a little while longer before I tell you what happens at the SHIELD base.**_

_***smirk***_

_**Anyway, thank you guys for reading! Constructive criticism is appreciated in reviews, but please, NO FLAMES! Thank you again.**_


	19. Desolation

**Gwen POV**

After taking our weapons away and binding our hands, the Hydra soldiers line us up in front of Hitler and the Red Skull. My knees are starting to ache from kneeling so long, and the way the two leaders are looking at us makes me fear for my life.

"Was sollen wir mit ihnen, sir? _(What shall we do with them, sir?)_" Hitler asks the Red Skull. "Sollen wir sie jetz toten? _(Shall we kill them now?)_"

The red-faced man holds up his right hand, silencing the Nazi leader. "Lassen Sie mich, sie zuerst zu sprechen. Informationen ein wertvolles Ding in den Krieg._ (Let me speak to them first. Information is a valuable thing in war.)_"

"Keiner von uns wird jemals zu sprechen. _(None of us will ever talk.)_" Sharon spats from beside me. Without missing a beat, The Red Skull whirls around and strikes her across the cheek, making her fall. Whatever she said must not have been good.

The Nazi behind Sharon reaches down and pulls her upright. Sharon's nose is bleeding from when she hit the ground, but her expression shows defiance. "Gerade du solltest wissen, dass die welt niche ohne einen Kampf zu fallen. _(You of all people should know that the world will not fall without a fight.)_"

Red Skull smiles menacingly down at her, before taking her chin in his hand. "You shall be the first to die." Then he turns to us, taking a gun out of his black trench coat. "Take her as an example of what will happen if you do not do what we ask."

He brings the gun down, level with Sharon's head and right when he fires, a red and blue blur drops in front of her.

The bullet ricochets off of Captain America's shield, into a Nazi standing behind Hitler. The super soldier then proceeds to kick the gun out of Red Skull's hand. I see Sharon grab it off the ground quickly.

Red Skull's eyes widen. "Unmoglich! _(Impossible!)_"

Cap's lips twitch briefly into a smile. "Moglich. _(Possible.)_" He then goes into fierce combat with the Red Skull, making the soldiers around us fire. All of the SHIELD agents with us are up and armed, firing back.

Sharon takes my wrist. "We need to get you and the others somewhere safe. I need your help with that."

I nod, and after she cuts my ropes, I crawl over to Pepper, Jane, Simmons, and Aunt May. "We need to go! Follow me!"

They all nod shakily, and I'm grateful that the agents took out the soldiers that had taken us captive. We only have to worry about gunshots on one side.

Sharon leads us to cover in the forest. "Climb."

"What?"

"Climb! And stay silent. It's weird how rarely people look up." She takes my shoulder as the others start up the trees. "Good luck."

"Likewise." I reply, watching as the blonde runs back toward the chaos. Then I turn and start helping Aunt May up the tree.

**Sharon POV**

I run into the battle, looking for someone to team up with, when I hear a bout of German from behind me.

"Ich bin froh, dass Sie Deutsch verstehen , also kann ich meine Muttersprache zu sprechen , wie ich sehen Sie sterben! _(I'm glad you understand German, so I can speak my native tongue as I watch you die!)_" The Red Skull yells, kicking Steve over once again. The soldier's shield lies on the ground behind his opponent, and he is unable to get up.

I raise my gun and shoot. The bullet goes into the back of the terrorist's head, and I'm shocked when he doesn't fall. He simply turns around, glaring at me.

"Foolish girl. You have no right to be fighting, a war." he says, turning towards me. I see the bullet drop from the back of his head just as he advances. Now knowing that bullets won't work, I get ready for hand to hand combat.

He's almost to me when a certain shield hits him in the back of the head, knocking him down in front of me. I'm quick to stomp on the back of his neck, and I hear what I need to know that he's dead.

Steve looks up and me, and a confused expression comes on his face. "Kate?"

"Actually, it's Sharon." I reply, handing him his shield.

He takes it, still looking at me skeptically. "How is the girl who lied to me for months here?"

"I guess it's just meant to be." I reply sarcastically. Then I turn to my left. "Let's argue later, though. We have an army to take care of."

Steve nods, and we start fighting the incoming Nazi and Hydra soldiers, back to back.

After fighting for awhile, Steve and I had drifted apart slightly. I turn around to my next opponent and hesitate before hitting him. "Cap? You want this one?"

Steve comes up beside me, and frowns when he sees Hitler. Steve rushes forward and socks the Nazi leader right in the nose, the force of it knocking him backward. My mouth twitches slightly into a smile before I turn around to join the fight once again.

"I really need a nap." Mr. Stark complains, laying down on the ground next to Pepper. She rolls her eyes, but starts stroking his hair.

"I second that." Lance says, leaning against a nearby tree. After we finished the battle, we set up camp just outside the forest. Bobby and I were quick to find the girls who were up in the trees.

"We should head back to the city." Steve says, standing away from the fire Mac built for us and looking off into the distance. "They might need us."

"It would be safe to head back. The battle's over." Simmons says, making us all look at her. She holds up her phone. "Fitz texted me."

I see Lance nod, and Tony stands up, his armor clinking. "Well, let's head home."

**Gwen POV**

I'm freaking out.

Seeing the city in ruins makes me even more worried about how the others fared during the battle. Especially Peter. For all I know, he could be dead.

Even though I didn't know the others for long, they seem like amazing people. I would sincerely miss them if they were lost in the battle. Simmons treks behind me, and I can tell that the worry is affecting her too.

After climbing for awhile, I finally reach the top of the next pile of concrete, which was once a building. Looking around me, all I can see are other buildings in the same condition. Only half of Oscorp is still standing, and it's spire is driven in the ground.

Wiping tears away from my eyes, I climb back down the hill of concrete only to climb the next one. Jemma's still directly behind me, and her presence gives me a sliver of comfort as we travel through the desolation that was once New York City.

When I get to the top of the next pile, I breathe a sigh of relief at the sight below me. "Peter!"

My boyfriend's head snaps up from where he's sitting on a slab of concrete. The others are gathered around a small fire, and I'm happy to see that Dr. Banner is not Hulked out anymore.

"Gwen?" Peter asks, as I start to scramble down the side of the concrete mountain. I hear Jemma right behind me, and the sound of her yelling to the others that we found them is just white noise in the back of my head. All I can focus on is getting to Peter.

When I reach the bottom I run to Peter and throw my arms around him, burying my face in the crook of his neck. All of the worrying and fear from the past day and a half come crashing down as I sob into Peter's chest. His hand strokes my hair gently, and he places gentle kisses on the top of my head, trying to calm me down.

I finally pull away, and Peter rests his forehead against mine. I'm glad that we weren't the only two making a scene, because Simmons is reuniting with her team, and Jane and Thor are kissing passionately, while Tony stands off to the side wolf whistling. That earns a glare from Pepper.

Skye turns and walks up to me, hugging me tightly. I'm surprised at first, but am quick to return the hug before she pulls away, smiling softly.

After exchanging "Hello's" and "Thank God you're alives" with everyone, we all go quiet, just kind of staring at each other. Tony turns slightly, making his suit squeak. "So, what now? I'm pretty sure the schwarma place was destroyed, so that's not an option."

This makes the original Avengers crack a smile for some reason. I take in the appearances of everyone else. Skye and Trip are leaning on each other to stand, and the others aren't much better.

I can tell Director Coulson noticed this too. "Stark, is the tower still standing?"

"It better be."

"Ok, let's head that way. We should probably get cleaned up so we don't die of exhaustion. We'll deal with the authorities once we can all stand properly.

We all silently agree, and if anyone were to look, they would see a group of twenty people hobbling down the street.

_**Ok, so the war is over, but not all of the battles are finished (hint hint).**_

_**Also, the language they were speaking at the beginning of the chapter was German. Hitler never spoke English, so I thought I'd put that into the story. I hope you enjoyed the chapter, and if you did, please let me know! Reviews are blessings to an author, trust me. Thanks!**_


	20. Our New Family

_**This is the last chapter! I really hope you like it!**_

**Peter POV**

_Four months later_

"What is your plead?"

I lift my head, looking at the bored senator. "My plead for what?"

"You were working in affiliation with a terrorist organization-"

"They're not terrorists." I interrupt, shaking my head.

"They're not terrorists?" the senator scoffs, shaking his head. "They nearly blew up Washington DC. They got us to trust them, and then they betrayed the whole world."

"Wow. You only see the dark side of things, don't you, senator?" I lean forward, staring him down. "There are countless amazing things that SHIELD has done for the world, and the only thing you did was name the bad things."

The senator shakes his head with an incredulous look on his face, before leaning forward in his chair. "Name three good things they've done in the past three years."

"They allied our planet with an alien race, they brought the Avengers together so that they could save New York as well as the rest of the world. They recruited me and we saved the world from another world war." I snarl into the microphone.

Senator Brown narrows his eyes. "You just declared that you were a SHIELD agent now too."

"I thought the symbol on my shoulder would give it away."

He rubs his eyes tiredly. "You have five minutes left to convince me of yours and every SHIELD agent's freedom."

"I don't need to convince you. If you arrest us, you'll find out what will happen to the world yourself. You'll live with the knowledge that you failed everyone on this planet. If you lock us up, the world is doomed; but if you don't, then we'll do what no one else ever could."

I pause to let the affect sink in, then continue: "So, you can either lock us up and watch the world burn at your fingertips, or you can let us go and stop Hydra once and for all. Your choice."

Walking out of the elevator in Stark Tower, I'm met with cheers and clapping. My friends surround me, smiling warmly. After two hours in that court room, I had convinced the government for our freedom.

After basic ''thank-you's" and "good job's" are said, Skye walks up to me with tears in her eyes and hugs me. "Thank you." she whispers.

She releases me, and I smile at her. "Your welcome."

Tony stands up on a table and holds up a champagne bottle. "This calls for a celebration."

Pepper rolls her eyes. "I'll go get glasses."

"I'll help." Jane adds, letting go of Thor's hand and following Pepper.

Darcy walks up to me, grinning. "You know, I just joined the super-secret SHIELD rodeo last year, but thank you. For, you know, helping us not spend the rest of our lives in jail."

I nod at her, accepting all of the other thank-you's and hugs until Pepper and Jane walk back into the room with champagne glasses. Gwen is standing with Sharon across the room from me, but when our eyes lock she smiles warmly.

Once all of the glasses are handed out and champagne is poured, Steve raises his glass. "To Peter. Thank you, for helping us."

"And," Tony interrupts. "To kicking Hydra's ass in the years to come."

We all laugh and drink our champagne. The fizzy liquid slides down my throat comfortably, and I look around to see everyone smiling.

After celebrating for a couple hours, I'm sitting with Gwen on the couch watching the others. "You did amazing today, Peter." she says, leaning on my shoulder.

"You would've done better." I say. "The only good I am at public speaking is sassy remarks at villains."

She snorts with laughter and kisses my cheek. Then she points to our right. "Look."

I look over to see Skye and Trip dancing together, her head resting on his shoulder. Trip looks up at me and I grin widely giving him a thumbs-up. He shakes his head at me before turning himself and Skye the other way.

Coulson and Audrey are standing off to the side with Steve and Bruce having what looks like a very amusing conversation. Darcy, Sharon, Bobby, and Jemma are talking over glasses of wine by the counter.

Pepper, May, Tony, and Bruce are standing by the wall watching the dancers. Thor and Jane are dancing, and surprisingly, Natasha and Clint are too.

Fitz, Lance, and Mac have just walked over to the girls by the counter, and Lance says something to make them all laugh.

"Are you going to accept Tony's offer?"

Gwen's voice snaps me out of my thoughts, and I look over at her. "What offer?"

She rolls her eyes. "He offered us a whole floor of the tower to live in. Do you want to do that?"

I shrug. "Only if it's okay with you."

She smiles softly. "I'm fine with it. Considering I can never see my family again, I think that it's good. Plus, since you're a SHIELD agent now, the other option would be to go with Coulson and the others to the Playground tomorrow."

I look at her. "They call it the Playground?" Gwen nods her head, smiling.

I shake my head, pretending to be reluctant. "Well, then I guess we'll have to live here."

"How horrible." Gwen pouts. I smile before leaning down and kissing her softly. She responds, placing a hand on her cheek.

"Hey lovebirds!" Tony yells, making us pull away. "Go somewhere else if you're gonna do-" He's interrupted by Pepper giving him a really intense glare. "What?" he asks her.

Gwen shakes her head, a faint blush on her cheeks from the sentence Tony didn't finish. "Who's all leaving tomorrow?" she asks.

"Bruce, Agent May, Mac, Lance, Coulson, Audrey, Bobby, and Aunt May." I reply.

"Wait, where's Aunt May going?" Gwen asks.

"She's gonna go live with my uncle Ben's sister out in Pennsylvania. She thinks that if she stays here, then she's gonna make me not be Spiderman anymore cause she'll be too scared." I reply.

"Oh." Gwen says. "Are you ok with that?"

I nod my head quickly, looking out the window to my right. "She said she'd visit often, so that's good."

"Yeah."

When I turn back around, Tony is being followed by some sort of robot with a champagne bottle. Thor and Jane are following, when suddenly, the bottle explodes all over Tony's back, causing him to whirl around and curse at the robot.

Gwen gasps. "Is the robot pouting?"

I nod my head, laughing at the image of a furious Tony scolding the robot whose "head" is hung in shame.

I turn back to Gwen, smiling. "You know, now we have the weirdest family on earth. You okay with that?"

She smiles. "If I'm with you, then I'll be fine. Plus, these people are pretty cool."

"Yeah, everyone is." I reply, looking around.

"Life's gonna be way more interesting now." she says.

"Yup. We just get to add to the crazy, dysfunctional family." I say, smiling as Gwen does.

She kisses my cheek. "I think I'll like our new family.

I nod my head as she lays her head on my shoulder. "Me too, Gwen."

_**And, that's the end to Spiderman and SHIELD! Ah, what a journey! Thank you to those who have stuck with me throughout this whole thing. Please let me know what you think of the ending. If I get a lot of reviews, then I will do a series of oneshots for after the story. I already have a couple ideas, so please let me know if you want e to write them out or not! Thank you all so much! Review!**_


	21. Author's note: Please read!

Hello, readers!

I just recently saw Age of Ultron (it was spectacular), and I was wondering if you would like me to do another story based off of that. Of course, I'll make a few changes so Peter and a couple other characters are in it, and I'll change the storyline to fit what happened in Spiderman and SHIELD, but would you like that?

Originally I planned on just writing a series of oneshots for after Spiderman and SHIELD, but that movie just got my creative juices flowing! I still have the series of oneshots planned, but only after (or while) I write this new story.

Please review and let me know what you think. New story, or not? Thank you!


	22. New Story is up!

First chapter to sequel is up! It's called Spiderman and Ultron. Please, read and review! Thank you all for your support throughout this story, and I'm so excited for you to read this new one! Thanks.


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